Kindness of the heart: A Scarlet Spider Love Story
by AliE96
Summary: Takes place after "The New Sinister Six Part 2" After surviving the crash of HYDRA Island, Ben finds his way back into the city. Guilt-ridden, Ben wanders the city until he is found by a kind and gentle girl. Will this girl help Ben leave the past behind him and help him forgive himself? And along the way, will love blossom? Bad summary, I know. RXR
1. Nearly Run Down and The Meeting

**Hello everyone! This is my first multi chapter story, and I'm still new to this so please be patience with me. Updates will be slow, so bear with me. This is a Ultimate Spider man Scarlet SpiderxOc story inspired by Cecebeec's "Scarlet Love" Story (it's great, you guys should read it). This is rated 'T' for now, it might change later. I own nothing except for my OC(s). Enjoy!**

Kindness of the Heart: A Scarlet Spider Love Story

Chapter One: Nearly run down and the meeting

 _June 20_ _th_ _2016_

Cold. Freezing cold, that's all Ben felt as he walked through the empty streets of New York. The rain was pouring down from the sky and it stung Ben's skin, right through his suit, that had been already drenched from being in the Hudson Bay.

It was the night after Ben Reilly had crashed HYDRA Island into the bay after he had betrayed Spider-Man and S.H.E.I.L.D. He's not proud of what he did, in fact he hates what he did and he hates himself for it. If he could, he would go back in time and change it all, but he can't and he hates that even more.

He was standing on the shore looking out into the bay where the Triskelion was, debating if he should go back there. He decided against it, he can't go back not after everything he's done; he can't face them again, he's too ashamed to. Everyone thought he was dead and that's how he wants it to stay. He then walked off, not even sure where to go. He was aimlessly wandering the streets, trying to find a place to get dry.

A lone red 2011 Chevy Cruze was driving down the surprisingly empty street as the rain continued to come down.

The driver of the car was a girl around eighteen years old with long light brown curly hair, tan skin and emerald green eyes.

She was wearing a black trench coat with a red tight fitting tank top, pale blue jeans and black and white converse sneakers.

She was driving home late from her workplace as a Veterinary Assistant at the local Animal Clinic in midtown.

She had just graduated high school for the summer and is living on her own for the first time in her life. Her job allows her to pay rent for her Penthouse apartment, pay the bills and groceries. She's happy the way she lives, being independent and living her own life, not like she was before.

She wasn't rich, she just inherited her grandfather's fortune, which was close to $150,000. She used some of the money to rent her Penthouse apartment and saved the rest while she uses the money she gets from her job to pay the rent.

The girl just sighed as she watched as her window wipers went back and forth. She hated the rain, it made her feel depressed and miserable, that's why she couldn't wait to get home.

She then heard her phone buzzing, signaling that she had an incoming text. She reached inside her purse that was in the back seat and grabbed her phone out of her purse.

She took her eyes off the road for a second to read what the text said. She rolled her eyes in annoyance at it was that texted her. She then shook her head as she placed her phone back in her purse and looked back onto the road.

Then suddenly, _SCREETCH!_ She slammed on her breaks when, in the middle of the street was a guy in a red and black spider suit, drenched standing in front of her car.

"Oh, my god" she gasped as she threw off her seat belt and opened her car door and ran to him.

"Are you okay?" she asked as the rain stung her face, but she didn't care. She noticed that he was shivering.

"W-Who are you?" he shivered out, his teeth chatting lightly.

"It's okay; my name is Melania and I'm gonna help you" she said as she took off her trench coat and draped it over him, "you poor thing, you must be frozen half to death"

Scarlet tugged on the edges of the coat and brought it closer to him.

"Come on" she said as she wrapped one arm around his shoulder and held his arm as she helped him walk over to her car, "Just sit here while I turn the heat on" she said as she opened the passenger door and he sat in.

Melania closed the door as she ran back to the driver's side, sat down and slammed the door shut as she turned the heat on.

She waited a few minutes before asking, "Does that feel better?"

"A little bit" he said with a slight shiver.

"Okay, I'm get you back to my place where you can get warmed up and some hot food into you" Melania said as turned her car back on and drove back down the street.

"So…what's your name?" she asked, while she kept her eyes on the road, "I assume you have one" she looked over to him.

"… Scarlet Spider" he said not looking at her as he kept his head down.

"Scarlet Spider, huh? That's a cool name, what about your real name?" she asked as she looked back to road.

"Ben Reilly"

"Well, it's nice to meet you, Ben Reilly" Melania said with a small smile on her face as she kept her eyes on the road.

For the rest of the ride home, Ben was quiet and he kept his head down, not looking at Melania.

When Ben wasn't looking, Melania took a glance at him, _"What happened to him?"_ Melania thought to herself as she drove them back to her home.


	2. Nurse Melania and Hot Chocolate

Chapter Two: Nurse Melania and Hot Chocolate

Melania and Ben stumbled into her penthouse apartment as Melania closed the door behind them.

Ben looked around the place and he was in awe at how big it was. The living room was the size of two living rooms with large brown tile floor, a huge white tug underneath a couch that was the size of three couches. The couch was a cream white color with several brown and white small pillows on it. In front of the couch was a good-sized round glass coffee table with a small bouquet of flowers.

On both sides of the couch were small round end tables with table lamps on them.

In the background, there were two large stain glass doors along with two large stain glass windows and there was a huge balcony with a patio set on the outside.

Next to the balcony doors, was a large black grand piano. There were also several framed paintings on the walls and several small tables around as well.

On the other side of the apartment, held Melania's bedroom, the kitchen and the bathrooms.

"Come on" Melania said as she helped Ben inside. She brought him around the corner, in front of the couch where there was a fire place.

"Gotta get these wet clothes off you" She said as she took her coat off him and hung it up. She then went over to the fire, turned on the gas and lite a match as the fire lite.

"I'm gonna get you some dry clothes, meanwhile, you're gonna have to take off your suit" Melania said as she disappeared around the corner.

She ran into one of the closets down the hall and grabbed some baggy clothes that she keeps around.

She then came back into the living room, "I always keep some baggy clothes handy just in case..." she looked over at Ben and gasped quietly at what she saw:

Ben's mask was and the top part of his suit were already off, revealing his muscular build.

Melania felt her face heat up and was awed at how handsome and muscular he looked.

Ben looked at her strangely, wondering why she was staring at him. Well, who wouldn't?

She then mentally slapped herself, "Okay" she said as she walked over to him, "these should help"

She noticed that he was still shivering. She placed the clothes on the couch and did something that really surprised both Ben and herself, she wrapped her arms around him tightly and pressed her body to his.

Ben blushed a scarlet red, like his namesake, "W-What are...doing?" he asked through his shivers.

"I'm using my body heat to warm you up" she stated, "if the blood rushes back to your heart too fast, it could kill you"

They stayed that way for a few minutes before Melania pulled away and grabbed the clothes off the couch, "These should help keep you warm" She handed him the clothes, "Put these on and I'll go make you some hot chocolate and I want you to stay near the fire, it'll keep you warm"

Melania then headed for the kitchen, which was big enough for a restaurant and began to make the hot chocolate.

As she was waiting for water to heat up, her mind drifted to Ben; his handsome face and his muscular body. She thought he was very handsome, but what really caught her attention was the scar on his face and his eyes.

Melania know's the feeling of having scars all too well. She swallowed hard at that thought and absentmindedly held her upper arm.

His eyes also caught her attention; she could see guilt and sadness in them along so many troubles that are weighing on his mind.

 _"What did happen to him? What was he doing in the middle of the street in the freezing rain?"_ And a million other questions were running through her mind.

She was snapped out of her thoughts when she heard the kettle whistling. She poured the hot water into a mug and mixed coca in it. She poured some milk in it, because it was very hot and she didn't want him to burn his mouth.

She then walked back into the living room and saw Ben sitting cross-legged on the floor in front of the fireplace along with a Siberian Husky sitting next to him.

"I see you met Comanche" Melania said getting Ben's attention. Comanche is Melania's 2-year old Siberian Husky. His coat was a beautiful black and white, it was very full, shiny and he had bright ice blue eyes.

He looked up at her, "Yea, he kinda introduced himself to me by slobbering all over my face"

Melania giggled, "He does that, it's his way of saying 'hi'. Here, drink this, it'll warm you up" she handed him the cup, "just blow on it, 'cause it's pretty hot"

He took the cup and took a small sip and his eyes widened and he looked at her, "What?" Melania asked confused.

"This tastes...really good" Ben answered as he took another sip.

Melania smiled, "Well, thank you" she then walked over and sat down next to him on the floor, "So...what happened to you? Why were you out in the street in the rain?"

He gave her a side glance as he lowered his mug, "It's a long story and I don't wanna talk about it right now"

"That's okay, I understand. You don't have to say anything yet, you can tell me when you're ready" Melania said with a small smile.

"Thanks, punk" Ben said as he took another sip.

Melania giggled as she stood up, "You hungry? I'm gonna make some dinner"

Ben's stomach growled loudly, answering her question "Dinner sounds great" Ben said looking at her with a small smile and she returned it.

 _"I think I'm gonna like this guy"_ She thought to herself as she headed for kitchen.

 **I know, it's a little short and a little boring, but I promise, things will slowly pick up after this, so just be patience. RXR please!**


	3. Movie Night

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

 _July 11th 2016_

It's been about three weeks since Ben was found by Melania in the rain. Even though Ben decided he was only gonna stay with her until after his hypothermia was gone, but he felt like he shouldn't leave her. After all, she took him and took care of him; he figured staying with her was the least he could do for her.

Since Ben has decided to stay with her, Melania had went out and bought him some clothes and other things to make him feel more welcomed. She enjoys having a roommate and some company, considering she's been on her own for quite some time. She also enjoys Ben's company, even though he's stubborn, has an attitude and is a bad boy, Melania likes having him around.

Melania feels bad that she doesn't have a spare room for Ben to sleep in, but he said that he's fine sleeping on the couch. Melania has an old storage room next to one of the bathrooms that she doesn't use and she promised him that she was gonna fix it up for him so he could sleep there instead of on the couch.

Comanche has also taken a liking to Ben. Every other night, Comanche sleeps with Ben on the couch. He also loves to play with Ben and lay on top of him when they're both being lazy. Ben's also grown kinda fond of Comanche. He drools and he slobbers all over him, but Comanche's got a face that you just can't stay mad at.

The salty smell of popcorn had filled the air in the apartment as Ben sat down on the couch in the living room with two medium pizza boxes and two glasses sat on the coffee table.

Ben's attire has changed since he's been with living with Melania. It consisted of a black t-shirt, a red hoodie, pale blue jeans ripped at the knees and red and white sneakers.

"Popcorn's done" Melania said as she walked into room with a large bowl of popcorn and a 2-liter bottle of diet coke.

"Extra buttery?" Ben asked.

"Extra buttery" Melania answered as she placed the bowel on the couch and poured the soda into the glasses.

"So, what are we watching?" Ben asked, "It better not be something lame like that 'Last Airbender' movie we watched last week"

"It was not lame" Melania defended, "I found it to be very interesting because of the fighting style they use in the movie"

"Whatever" Ben said with a roll of his eyes, "what kind of pizza did you order?"

"The kind you eat" Melania joked as she placed the soda bottle on the table.

"Really funny" Ben deadpanned.

"I thought so" Melania said with a giggle, "Olives for me and peppers and onions for you. As for the movie, we are going to watch 'Scary Movie 5'" Melania said as grabbed the DVD from the shelf that stood on the other side of the fireplace, "Have you ever seen it?"

"Not really" Ben shrugged, "seen bits and pieces, but that's all"

"Well, you gotta see it, it's really funny" Melania then inserted the disc into the DVD slot on the side of her 56' inch flat screen TV that hung above the fireplace.

Melania then sat back down the couch next to Ben with popcorn bowel between them as she hit 'play' on the remote just as Comanche jumped onto the couch and laid his head on Melania's lap.

After about half way through the movie, laughing at the funny parts and cringing at the awkward parts, Ben was thinking that maybe he should try to get to know Melania more.

"So… you live here all by yourself, right?" Ben asked turning to her.

"Just me and Comanche" Melania answered as she patted his back while he laid on her lap.

"Well, what about your parents?"

"My mother is a Navy Solider and she's out of the country for most of the year, but I still get letters from her and call her every now and then" Melania answered.

"How about your dad?"

The smile from Melania's face fell and she looked down, "My father…my father died in a hit and run accident when I was six" she then clutched the necklace around her neck, "This necklace is all I have left of him" it was a white shark's tooth necklace with three brown beads on both sides of the tooth.

"I'm sorry" Ben said honestly.

"Thanks, it's okay" she said nodding her, "So…" she turned to face him, "Why don't we talk about you? What's your life like?"

Ben looked away from her, "Well, there's not much to tell. I don't really remember much of old life. From what I can remember, I was alone and on my own up until I got my powers. Then, when I was younger, I was taken in by…by this guy, he was a doctor" Ben's fists clenched at the thought of Ock and Melania noticed it, "He took me in and he's the one who gave me my powers, so I felt like I owed him, you know" he looked back at her and she nodded slightly.

He sighed before continuing, "Anyway, I used to think that he actually cared about me, you know? But it turned out that he was just using me as a tool for his dirty work and to hurt the ones that I cared about"

"I'm really sorry to hear that, Ben" Melania said after hearing Ben's story, "if it makes you feel any better, I know how it feels to be used by someone you trusted" she then once again held her upper arm tightly and Ben noticed it. He could tell that she was hiding something, but decided not to push it.

"Does that have anything to do with why you were out in the freezing rain that night?" Melania asked.

"Kinda, yea" Ben answered vaguely.

"Well, you know what?" Melania asked as Ben looked at her, "I can tell you this right now, you don't have to worry about be used or being alone anymore" she placed a hand over his, "because now you've got me" then Comanche lifted his head up and barked once at them, "and Comanche, too" Melania said with a giggle while Ben smiled.

Melania smiled back at him, while blushing slightly knowing that she had her hand over his.

She then moved her hand from his and they continued to watch the movie, the smiles never leaving their faces.

Ben then looked at her while she was watching the movie, _"This girl ain't half bad"_ he smiled to himself as he turned his attention back to the movie.

 **I know, not much happening here, but now we got a little background info on Melania. Thanks for reading and Follow, Favorite or review, bye :)**


	4. Carnage Attacks

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

 **Authors note: I goofed up on the date in the last chapter, it was supposed to be before the date in this story, sorry about that.**

 _July 10th 2016_

"I can't believe you talked me into this" Ben said as he and Melania walked down one of the streets of Manhattan.

"What's the matter, Ben?" Melania asked as she walked Comanche on his leash "It's a beautiful night out, what's the harm in coming out and enjoying it? Besides you haven't been out of the apartment in weeks; you need some fresh air"

"If I want fresh air, I'll stick my head out the window" Ben grumbled with his red hoodie over his head.

"Oh, very funny, Mr. Sunshine" Melania said sarcastically, "I don't understand why you didn't wanna come out"

"I told you already, Mel" Ben began "my friends think I'm dead and I want it to stay that way, if I was to come out in public…"

"You think they might see you?" Melania finished for him.

"Yea" Ben said nodding his head slightly.

"Ben, there are millions of people in the city what are the odds that anyone in this city is going to run into an old friend or someone they know?" Melania asked.

"With my luck, very likely"

"Oh, stop being so negative and just enjoy this beautiful night" Melania said looking up at the stars.

While she wasn't looking, Ben couldn't help but stare at her; her shinning emerald green eyes and her beautiful brown hair that made the light from the moon reflect off it causing a glow around her.

 _"It's not the only beautiful thing around here"_ Ben thought to himself with a smile on his face.

"Hello, Mel" a voice behind the two of them said and they both turned to see a Hispanic guy around nineteen with short black hair and dark brown eyes with a smug look on his face.

Ben looked over to Melania and he could see some anger on her face at the sight of this guy as well as a hint of fear in her eyes, giving Ben the impression that she knew this guy.

"Who's this punk, Mel?" Ben asked _._

"What do you want, David?" Melania asked, not even hearing Ben's question.

"Oh, not much" He answered with a shrug of his shoulders with a smirk on his face as his eyes trailed over Melania, "It's a beautiful night and I just happened to run into a beautiful woman"

"Flattering will get you nowhere" Melania said crossing her arms and narrowing her eyes at him, "now beat it"

"I'm sorry, I thought this was a free country and that people can come and go as they please" David said with some attitude as he walked closer to her, but was stopped by Comanche who stood protectively in front of her and barked fiercely at him, causing David to jump in surprise as he took a step back.

"I see you still have the mutt" David said with a sneer.

Comanche growled darkly at him, "He's not a mutt! You never like Comanche any way, you always thought he was a flea bag" Melania defended.

David then looked towards Ben, "I see you got a new man" he looked him up and down with a deadpan look, "honestly, Mel, this was the best you could do?"

Ben's fists clenched tightly. He really didn't like this guy; the way he's eyeballing Melania, the way he's speaking to her, insulting Comanche and now he's ripping on him. David was really making Ben's blood boil.

"Ben is my friend, David" Melania stepped in, "he's more of gentleman then you ever were and he has something you don't"

"Oh, yea?" David asked, crossing his arms, "Like what?"

"A brain and he actually uses it" Melania said as she and Ben turned to leave, but David grabbed Melania's arm and forced her to face him.

"You think you talk to me like that?" he growled as he gripped both of her arms and held them tightly, "Nobody talks to me like that"

Comanche was barking and growling him, "Shut up, you mutt!" he shouted as he kicked Comanche square in the face, causing him to whimper.

"Hey!" Ben said as he grabbed David's arm, "What is your problem, punk?"

"You stay out of this, scar face" David said with a sneer as he pushed Ben off him and knocked him back into a parked car, "and as for you" he glared at Melania harshly, causing her to shrink back in fear, "You're coming with me to teach you a lesson"

"Let me go!" Melania shouted as she tried to break out of his grip, but David just smacked her across the face, "You're just like your dog, Mel; you never shut up"

He began to drag her back down the street, but Ben grabbed his wrist tightly, "You keep your hands off her" Ben growled.

"Yea and what are you gonna do about it scar face?" David challenged as he shoved Melania aside and stood in front of Ben, just a few inches taller than him.

Ben narrowed his eyes and in a flash, his fist connected to David's jaw and he flew backwards into a fire hydrant.

Ben glared down at him before he turned back to Melania, who was checking on Comanche, "You okay?" he asked.

Melania stood up, "I'm fine, thanks" Melania said as she brushed a strand of her hair behind her ear.

"What was that you were saying before about there being millions of people in the city and the odds of running into someone you k—"

Melania cut him off, "You zip it and keep walking" she said as she made a motion across her face and as Ben raised his hands up in mock defense as they continued walking down the sidewalk.

After a few more minutes of walking, Ben brought up something Melania really wished he didn't, "So…what's the beef between you and that David guy?"

Melania got a shocked look on her face as she looked over to him, she sighed knowing that this would happen, "Ben…" she began, but stopped when they noticed red and black droplets falling from the sky. Comanche then started to growl in a deep growl, not liking what he was seeing.

"What the…?" Ben asked in confusion.

Then, when the droplets landed on some people, they started screaming and then turned into red and black creatures.

"Oh, my god" Melania said in fear, "Ben, what's going on?"

"I have no idea" Ben said as he and Melania backed up.

Then one of the droplets landed on Melania's jean jacket and it began to spread over her, "AH!" she screamed, "get it off! Get it off!"

Ben then grabbed her jacket and tore it off her as he through it on the ground. The symbiot consumed her entire jacket.

"We need to get out of here" Ben said as he grabbed Melania's hand and they both began to run back down the street.

As they were running, they skidded to a stop when some of the infected people appeared in front of them.

"Can't go forward…" Ben began as they turned back around to run, only to see more carnage people.

"Can't go back" Melania said in fear as she clutched Ben's arm.

Melania and Ben were now surrounded by the carnage people, who were closing in on them.

"This is not good…so not good" Melania said as they carnage people closed in on them both.

 **Looks like Ben and Mel are in a bit of a pickle O.O toon in next to see what happens next. Please Read, Review, Favorite or follow :)**


	5. Carnage Attacks Part 2

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

"Join us…Join us…" the Carnages said in unison as they closed in on Melania and Ben.

"Well, if this isn't like every Zombie Apocalypse movie I've ever seen, then I don't what it is" Melania said Comanche was barking and growling fiercely at the Carnages and was tugging on his leash trying to get to them.

"Ben, what do we do?" Melania asked clutching onto his arm tighter.

Ben looked around frantically, trying to find a way out of this mess, then he saw the alley behind them and turned to Melania.

"Mel, you see the alley behind us?" he asked her, motioning his head that way.

She looked behind them and nodded, "Yea"

"On three, we run down that alley and keep going, okay?" Ben instructed.

"Okay" Melania nodded hear head.

"One…" The Carnages got closer, "Two…" Comanche was tugging even harder on his leash, "Three!" Ben shouted and before they could run, one of the Carnages slashed Comanche's leash with its claws. Comanche then broke free from the leash and tackled one of the Carnages.

"Comanche!" Melania shouted as Ben pulled her down the alley.

"Come on, Mel" Ben said as they were running down the alley.

"But what about Comanche?"

"We'll come back for him, I promise" they continued to run the alley as the Carnages chased them down the alley.

"What are these things?" Melania asked fearfully.

"I'm not sure, but there's something about them that looks familiar to me" Ben said as they came to a dead end.

"Now what?" Melania asked.

"Do you see anyone around?" Ben asked.

"No, why?" Melania looked down the alley and then back at Ben.

"I never thought I'd be wearing this thing again" Ben said as he took off his hoodie and his black t-shirt to reveal the top half of his Scarlet Spider suit.

"What are you doing?" Melania asked as Ben put on his mask.

"We're getting out of here" He turned around with his back to her, "Climb on"

Melania looked down the alley and saw the Carnages closing in on them. She then jumped onto Scarlet's back, wrapping her arms around his neck and wrapping her legs around his waist.

"Hang on" Scarlet said as he jumped onto the wall next to them and climbed up it as the Carnages were hissing and growling at them from the ground.

Once they made it to the roof, Melania jumped off Scarlet's back, "I think we lost them"

Scarlet stood up just as they heard a thundering noise approaching them and suddenly, a hulk-sized Carnage landed in front of them.

"You just had to say it, didn't you?" Scarlet asked sarcastically.

"Carnage…crush!" he slammed his fists into the roof, causing it to break and erupt towards Scarlet and Melania.

"Move!" Scarlet shouted as he pushed Melania out of the way and he jumped to the side.

"Let's do this, punk" Scarlet said as he brought his stingers out and charged at Carnage- Hulk with a yell.

Melania sat up and rubbed her head after she got pushed away from the rubble. She looked over to Scarlet, who was fighting Carnage-Hulk and losing.

Scarlet would keep slashing him, but the Carnage symbiot would just grow right back. Scarlet lept up to slash him in the face, but Carnage-Hulk grabbed his leg and began to slam onto the roof several times. He then slammed into the side of the building that was next to them.

"Oh, no" Melania gasped, she then took off her one-shoulder bag and was rummaging through it, "there's gotta be something in here that can help" she then pulled out a bottle of hair-spray and a pack of matches, "Yes!"

Carnage-Hulk continued to slam Scarlet into the ground. He then dragged Scarlet over to the edge of the roof and held him up over it as he was laughing darkly. He was just about to let him go when,

"Hey! Jolly Red Giant!"

He looked over to see Melania with a bottle of hair spray in one hand and a lite match in the other hand.

"Eat this!" Melania shouted as she sprayed the hair spray with the match in front of it causing huge flames to shoot towards Carnage-Hulk.

Carnage-Hulk roared in fear as he blocked the flames with arm and turned away from the flames. He then through Scarlet back onto the roof and ran off in the other direction.

Melania then stopped the spray and blew the match out as she ran over to Scarlet, "Ben! Ben, are you okay?"

She knelt next to him as he tried to sit up, "Yea, I'm peachy. Thanks for the save, how did you…?"

"I went through a pyromaniac phase when I was younger" Melania answer with small smile and a shrug.

Scarlet scoffed, "Could've fooled me" Melania held his arm as she helped him stand up.

Scarlet limped over to the ledge as Melania held onto his arm to help walk and he looked over the edge, "These things are everywhere" the Carnage creatures were running around, chasing people and tearing up the city, "We won't be able to get back home with these things running around"

"Then, what are we gonna do?" Melania asked worriedly.

Scarlet looked over to her and sighed, "We'll have to take our chances; we'll try to make it back to the apartment and avoid as many of these things as we can" he then saw the looked on Melania's face, "And we'll also keep an eye out for Comanche"

Melania smiled and hugged him tightly as she wrapped her arms around his neck. Scarlet was now blushing deeply under his mask at the sudden embrace.

He the wrapped one arm around her waist as he extended his other arm out, "You might wanna hang on" Scarlet said as he shot his webs out and swung off the building with Melania in his arm.

As Scarlet and Melania continued to web swing through the city, they began seeing more and more of the Carnages, but no sign of Comanche.

"I hope he's okay" Melania said with worry in her voice.

"I'm sure he's fine" Scarlet reassured her, "Comanche's smart and he's a tough dog, he can handle himself"

"I know, but you can't blame me for worrying" Melania said as she held onto Scarlet tighter.

Scarlet couldn't help but love the fact that Melania is this close to him and that he's holding her in his arms. Through his mask, he could smell her hair, which smelled like green apples and apple blossoms. He could even smell her perfume, _"Damn it, she smells so good"_ Scarlet thought to himself. She smelled like French Vanilla.

Suddenly, Scarlet's Spider-Sense went off and he looked up and he saw where his web was attached, were two of the Carnages and one of them sliced through his web, causing them both to fall out of the air.

"AH!" Melania screamed as she held onto Scarlet tighter.

Scarlet then flipped over onto his as he wrapped both his arms around Melania's waist and held her close to him. They soon landed on the concrete with Scarlet's back skidding across the road until they hit a crashed car. Melania and Scarlet sighed with relief as they landed.

"You okay?" Scarlet asked Melania, who was on top of him.

"Yea…I'm fine. Thanks" she said as she looked in to his eyes through the mask.

Then they both looked down and saw that Scarlet's arms were still wrapped around Melania's waist and Melania had her hands placed on his broad chest.

"Sorry" Melania said blushing deeply as she stood up and helped him up as well.

"It's fine" Scarlet reassured with a wave of his hand as they stood up.

Suddenly, they hear a screeching noise. They look ahead of them and they see a couple dozen Carnage's barreling towards them.

"This just keeps getting better and better" Scarlet said as Melania stood behind him and he got into a fighting stance, ready to defend both of them.

 **Woo! That was a little longer than I usually do. Hope you guys like this chapter, I might post the next one tonight or tomorrow, but we'll just have to wait and see. Bye :)**


	6. Carnage Attacks Part 3

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

The Carnages were charging towards Melania and Scarlet as Scarlet stood protectively in front of Melania with his stingers drawn.

"Come on, punks! Bring it on!" Scarlet shouted as he ran towards the group of Carnages and tackled one of them that collided into three others.

Some of the Carnages made their way over to Melania, who was backing up slowly until her back was up against the crashed car. One approached her and she kicked it where the sun don't shine and doubled over in pain before he collapsed onto the ground. Another one grabbed Melania's shoulder, but she grabbed its hand and flipped them over and it crashed into two other Carnages.

Meanwhile, with Scarlet, he did a splint kick to two Carnages coming towards him. Another one came in front of him with a part of a pole, but Scarlet just grabbed it and kicked the Carnage in gut before it fell to the ground.

Scarlet then used the pole part and swung it out as it hit three other Carnages. He then threw the piece and it landed on two other Carnages. Scarlet turned around to see Melania surrounded by Carnages. Scarlet looked around and saw a deserted bus on the side of the street.

He then webbed the bus on the side with both hands as he pulled the bus towards him with ease. Scarlet then let of the webs as the bus was in the air and at the last second, before it hit the ground, Scarlet caught it.

"Mel! Heads up!" he shouted before he through the bus in the direction of the other Carnages.

Melania gasped as she jumped to the side and the bus collided into the Carnages while pinning them against the crashed car.

"Mel?" Scarlet ran over to Melania, who was on the ground, "you okay?" he knelt next to her.

"Yea, I'm fine" she answered as Scarlet extended his hand to her and she took it as he helped her up.

Suddenly, a Carnage symbiot jumped up and clamped itself on Scarlet's back, "Hey!" he shouted as he reached behind him and tried to get off, along with Melania, who was trying to help.

Then, the symbiot began to shriek in pain as it jumped off Scarlet and onto the ground where it disintegrated and was nothing but a pile of ashes.

"Okay…" Melania scratched the back of her head, "That was weird"

"You're telling me" Scarlet said as he raised an eyehole in confusion, "Come on, we gotta keep moving" Scarlet said as Melania wrapped her arms around his neck and he shot his webs out. He wrapped his free arm around Melania's waist as they webbed away.

Melania and Scarlet were still trying to make it back home, all while avoiding much of the Carnages as they can and keeping an eye out for Comanche.

"What the heck is that?" Scarlet asked.

"What?" Melania asked turning her head and gasped at what she saw.

It was a building covered in red carnage symbiot goo and it was letting loose more Carnages.

"Oh, my god" Melania said as they landed on a nearby building, "what is that thing?"

"Don't know, but it looks like it's the cause of these Carnage Creeps that are running loose around the city" Scarlet answered.

Melania squinted her eyes, "There someone up there"

"What?" Scarlet asked confused.

Melania reached into her purse and pulled out her phone. She turned her camera on and zoomed in towards the top of the building to see two figures climbing of the side of the building.

"Look, see?" Melania pointed on her camera as Scarlet looked and his eyes widened when he saw that it was Spider-Man carrying Agent Venom while getting chased by Anti-Venom.

"It's Spider-Man!" Melania gasped out, "what's he doing up there?"

"About to get himself killed" Scarlet said to himself as he watched as Spider-Man, with Agent Venom in two entered the top of the building with Anti-Venom right behind him.

Scarlet sighed, "I can't believe I'm gonna do this" he turned to Melania, "Mel, I need you to stay here"

"What? Why?"

"I'm about to do something crazy, but I need you stay here, okay?" Scarlet said Melania who nodded her head.

"Be careful" she said to him and he nodded before he webbed off to the building.

"I hope you know what you're doing, Ben" Melania said to herself as she clutched her father's necklace tightly.

Scarlet made it the building and he began to climb up it. As he was doing this, he felt a thunderous tremor throughout the whole building.

The sudden vibration could be felt through the whole city as Melania lost her balance and fell on her knees at the sudden movement.

Scarlet looked up and saw Spider-Man and Venom get thrown out of the top of the building and were hurtling towards the ground below.

"PETER!" Scarlet shouted as he shot webs out of both of his hands down towards Peter and Flash and caught them both in time. Scarlet sighed in relief as he pulled his friends up.

Melania regained her footing as Scarlet landed in front of her with Spider-Man slung over his shoulder and Venom under his arm. He placed both of them down on the room carefully and stood over Peter.

"Are they okay?" Melania asked approaching Scarlet.

"They're unconscious, but alive non-the less" Scarlet answered looking at her.

"Good" Melania nodded with a small smile on her face and looked up at Scarlet, "You did the right thing, Ben. I'm proud of you"

Before Scarlet could answer, he heard a groaning and saw Peter moving his from side-to-side as he was starting to wake up.

"We gotta get outta here" Scarlet said as he picked Melania up bridle style.

"But…" Melania began, but was cut off when Scarlet jumped over the side of the building with her in his arms and got out of sight.

Later, back on the ground, the Carnage symbiot's had burned off the people, who were lying unconscious in the streets and the sidewalks.

"Well, whatever Spider-Man did, it worked" Melania said as she walked out of an alley, "Everything's back to normal"

"Or as normal as this city can get" Ben said as he walked out of the alley and back in his regular clothes.

"This has to the craziest night of my life or the weirdest thing that's ever happened in my life" Melania said placing her hands on her hips.

Then, suddenly they heard barking and saw Comanche racing down the street.

Melania gasped, "Comanche!"

She knelt on the ground as Comanche ran up to her, "Good boy Comanche, good boy" Melania praised as the dog began to lick her face and she held her dog tightly.

"Wow, this dog sure takes playing dead to a whole new level" Ben kidded as he knelt next to Melania.

"Shut up" she giggled, nudging him playfully.

"So, he okay?" Ben asked as he began to pet the dog.

"Yea, he looks okay" Melania said as she held her dogs head and looked at him carefully, "He's a lot tougher than he looks"

"Well, that makes both of you" Ben said looking at Melania with smile, "You really handled yourself out here tonight, I'm impressed"

"Thanks" Melania said with a slight blush, "Come on, let's go home"

"Agreed" Ben said as the both stood up and walked down the sidewalk, "'Cause right now, that huge, comfy couch at home is calling my name"

Melania laughed, "And I'm in dire need of a nice, long hot shower"

Comanche barked happily as he trotted ahead of Melania and Ben, while wagging his tail.

Unknown to all of them, a small piece of the Carnage Symbiot had attached itself to the underside of Melania's purse. It slowly began to move up the side and it creeped inside her purse.


	7. Coming Clean

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

 **Warning: There will some slightly dark themes in here, so make sure you have a box a tissues on hand.**

 **Authors note: There's not too much happening in here, just a filler chapter.**

 _August 1st 2016_

It's been almost a month since the Carnage outbreak and things have settled down in the city some. Everything was mostly back to normal in the city, the same with Melania and Ben.

After the whole Carnage incident, Ben and Melania had gotten a little closer to each other. They're also getting along a little better; they still drive each other nuts, but what roommates don't?

During this time, Melania had gotten some friends of hers to help her fix up and clean out the storage room for Ben. She also bought and ordered furniture for the storage room and turned it into a decent-sized bedroom. Now Ben can sleep on a bed in his own room instead of sleeping on the couch in the living room.

Today was Melania's day off from work and a lazy day for both her and Ben. They were sitting together on the couch watching Jeff Dunham while Comanche was keeping himself busy by gnawing on a bone.

They were both dressed in lazy day outfits; Melania had on a pair of cut off black sweat pants, a baggy red t-shirt and her hair was up in a messy bun. Ben was wearing black baggy sweat pants and a white t-shirt.

Lately, Melania has noticed that Ben's been a lot quieter than he usually is and he wasn't really focused on anything.

"Hey, Ben" Melania asked getting his attention, "Are you okay? I know something's been bothering you"

Ben sighed, "It's nothing"

"Ben, you know that if there's something wrong, you can tell me" Melania said as she paused the show.

"…I was just wondering…what happened between you and that David guy?" Ben asked looking right at her.

Melania's face fell and she looked down, "I guess I do owe you an explanation" she sighed, "David and I were a couple once upon a time, I was sixteen and he was seventeen. When I met him, he was so sweet and courteous, he also had a bit of a bad boy look to him; I've always been attracted to bad boys (a/n: hint, hint).

"Anyway, at first everything was fine, we had a steady relationship and after being together for over a year, I thought he was the one" she rolled her eyes, "Then, one day I started noticing he was acting strange: taking showers in the middle of the night, staying out late at night and have faint scents of perfume on him. After a while I started to connect the dots and I realized…he was cheating on me"

Melania's eyes started to fill with tears and she brought her knees up to her chest, "When I confronted him about it, he acted like it didn't matter like it was okay for him to fool around with another girl when he was with me. Then, when I said I wanted out of the relationship, he got…really pissed off and he…" tears were now spilling out of her eyes and slide down her cheeks.

Ben hated to see her like this and wished he could help her feel better. The only thing he could do right now, is comfort her. So, he grabbed her hand and held it firmly, but also gently, to let her know that it's okay and that he's here for her.

She looked up at him and smiled small at him as she continued her story, "David was always known to have a temper and when I said I wanted out of the relationship, I really set off his temper. He would slap me around every time I brought up the subject of leaving him. He said that I didn't have a say in the relationship and that I have to listen to him and do what he says"

Ben's eyes slanted in anger when he heard Melania say that David used to abuse her and was very controlling and possessive of her. He may have worked for Ock at one time, but even then, he would never even think about hitting a girl. This guy was real scum.

"One night I tried to sneak away, but before I got out of the house, he caught me. He started knocking me down, kicking me, punching me and throwing me into things…then he…he…" more tears flooded her eyes and gripped Ben's hand tighter and just knowing that he's here for her gave her the strength to continue, "He violated me in the worst way possible"

Melania couldn't take it anymore, she broke down completely. Ben hated seeing her like this, he then did the first thing that came to his mind, he wrapped his arms around her and held her tightly. She buried her face into his chest as she continued to cry uncontrollably.

The last time he saw David, he socked him the jaw, but he ever sees David again, he'll kill him. He'll make him pay for what he did to Melania, for the abuse he put her through, the nightmare she went through and for everything he did to her. If it was the last thing he'll ever do, he'll make David ay for what he did.

Ben just held her tightly in his arms as he rubbed her back and said soothing things to her to try to calm her down. Melania felt so safe in his strong arms and had forgotten for a few moments about the nightmare she used to live.

After a few more minutes, Melania finally calmed down, "Thank you" she said as they separated and she sniffled.

"Anytime" he said softly as he wiped a stray tear from her face with his thumb and she smiled at him. Even though her eyes were red and puffy, and her cheeks were tear-stained, she still looked beautiful to Ben.

"So…" Melania began as she cleared her throat and fixed herself up, "enough about my sob story. What about you Ben? There's still a lot about you and your past I don't know about"

Ben turned his head away and looked down, hesitant to tell her the truth. Then he felt something on his hand and he looked down to see Melania's hand over his. He looked up at her and she had a reassuring smile on her face. That beautiful smile of hers gave Ben the confidence to tell her the truth.

He started from the very beginning. When Ock had found on the streets, took him in, gave him his powers and everything else. Ben felt like since Ock took him in and gave him his powers, that he owed Ock. He also told her about how he was a spy for Ock and was used to infiltrate S.H.E.I.L.D, gain the trust of Spider-Man and the Academy.

Melania listened intently as Ben told her his story. She was a little surprised at first to hear that he worked for Ock and was a spy. _"That's how he knew Spider-Man"_ Melania thought to herself as Ben continued his story.

Ben hated what he did, betraying Spider-Man, his friends and putting Aunt May in danger. He hated himself for it and wishes that he could go back in time and change it. He feels so guilty and ashamed of what he did, he would give anything to fix his mistakes.

Once Ben was finished telling Melania his story, she was quiet for several seconds. She was letting everything he had told her sink in and letting it process.

When she didn't say anything, or react right away, Ben got worried. He thought she would probably be disgusted with him and would want nothing more to do with him anymore.

She smiled and looked at him, "It's okay, Ben; I understand" that had really surprised him. She wasn't angry or disgusted with him, instead she was smiling at him and telling that everything was okay.

"I will admit, you did make some pretty stupid mistakes, but in a way…it wasn't your fault" she told him.

He gave her a confused look, "What do you mean?"

"Well, because Ock had filled your head with a bunch of stories and lies, he was using you and you just trusted the wrong person. It could happen to anyone" she held his hand a little tighter, "Look Ben, we've all done things that we're not proud of, made stupid mistakes, but that's the part that makes us human. We all make mistakes, but we learn from them and we grow"

Ben looked away to process what Melania just said as she continued, "I also understand that you hate and regret what you did, but you need to let go of the past Ben, because if you don't, the past could destroy you. You need to let go of the past and move on with your life"

"Easier said than done" Ben said with a roll of his eyes.

"That's true, forgiving yourself is the hardest thing anyone could do" she placed a hand on the side of his face and he looked at her, "but it's not impossible" she smiled at him.

Ben returned the smile as he looked in to her bright green eyes, "Just remember Ben, you're not alone anymore" Melania held his hand with both of her hands, "you have us" Melania said just as Comanche jumped onto the couch next to Ben with the bone in his mouth and laid down next to him as Ben patted his back.

"I know, and you should know, that you're not alone either…I'll always be here for you, Mel" he squeezed her hands, "No matter what"


	8. Enter: Mayhem Part One

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

 _August 18th 2016_

For the past two weeks, Melania has been having strange dreams and nightmares. They've been about a strange humanoid creature that attacks everything and everyone in sight…Ben.

It was a stormy night tonight, with thunder booming and lightning flashing. The wind was howling loud as the curtains from Melania's opened window blew wildly. Once again, Melania was having that strange dream and she was tossing in turning in her king-sized bed with Comanche sleeping at the foot of her bed.

On the other side of the bedroom, in the chair in front of Melania's desk, sat her purse. It soon began to move from side to side before it tipped over and several items fell out of it. Including the Carnage Symbiot.

The sudden noise caused Comanche to lift his head up in the direction of the noise. The symbiot was now making its way towards Melania's bed and Comanche began to growl deeply at it.

The symbiot then crawled up the side of the bed and past Comanche, who was now barking and growling at the symbiot. The symbiot then made its way towards Melania as she continued to toss and turn from the nightmare she was having.

Soon, the symbiot made its way to Melania's face. The symbiot grew as it towered over Melania. Another clap of thunder and flash of lightning hit before Melania opened her eyes and widened when she saw the symbiot inches from her face.

Ben was sleeping soundly in his bed in his new room, when suddenly he's jolted awake by the sound of Melania's blood-curdling scream followed by an unearthly screech and Comanche's frantic barking.

"Mel!" Ben shouted as he tore the blankets off and ran out of his room. He raced down the hall to Melania's room where he could still hear Comanche's barking.

"Mel?" he asked as he knocked on the door, but got no answer.

He then opened the door and as soon as he did, Comanche came running out of the room with his tail between his legs. Whimpering, Comanche ran into the living room and hide under the coffee table.

Confused, Ben walked into the room, "Mel?"

He couldn't see a thing in the room, but suddenly, something strikes him in the back of the head, causing him to fall forward and collide into the dresser.

He rubbed the back of his head as he turned to see who or what had struck him and his eyes widened at what he saw:

A Carnage creature that was the same height as Melania with piercing white eyes, sharp fangs, dagger-like claws and tendrils flailing behind it.

"Oh, my god" Ben breathed out, "Mel?"

In response, the symbiot parted enough for Melania's face to be seen. She had a fearful look on her face, "B-Ben…please…help…m-me" she pleaded before the symbiot regained control once again.

She then cackled loudly as she grabbed Ben by the collar of his shirt and lifted him up with ease.

"Mel, listen to me" Ben said as she lifted him off the ground, "you have to fight the symbiot's control"

"There is no 'Mel' there is only…Mayhem!" Mayhem laughed cruelly as she threw Ben back into the dresser, with his head hitting the mirror, shattering it.

Mayhem then ran over to the open window and jumped onto the windowsill, frog-style. She looked out towards the city and growled as the rain continued to fall in a heavy motion.

Just as another flash of lighting hit and thunder boomed, Mayhem let out shrieking roar as she jumped out of the window and down to the city below.

"No!" Ben shouted as ran towards the windowsill to stop Mayhem, but was too late.

The last glimpse of Mayhem he saw, was her running across the rooftops before disappearing into the night.

 **Sorry that this one is a little short, but I wanted to save the fight between Scarlet and Mayhem for the next chapter.**


	9. Enter: Mayhem Part Two

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania Mayhem and Comanche.**

 **Authors note: I tried to do the POV for this story, but it kinda sucked, so for now I'm gonna stick to my third person POV until I can get better at the other one.**

Ben watches as Melania, who has now been taken over by the Carnage Symbiot, runs off into the night. _"How did this happen?"_ Ben asks himself as he leaves the room.

He runs back to his room, throwing off his pajamas as he put his Scarlet Spider suit. The whole time he's doing this, he kept asking himself why Melania didn't trigger his Spider-Sense when she was behind him.

He walks out of his room and into the living room just as he pulled his mask over his head. He then sees Comanche hesitantly coming out from underneath the coffee table. He's hunched over in fear as he slowly approached Scarlet.

"Hey there, boy" Scarlet says as he crouches down and pets the dog's head. He looks up at Scarlet and whimpers slightly, "Don't worry, boy I'll bring her back" Scarlet says as if he could understand what Comanche was thinking.

He stood up and headed for the balcony doors. He stepped out onto the balcony just as the rain was starting to slow down. He then shoots his webs out towards the building next to him and he takes off.

As he's swinging from building to building, the while time he's trying to figure out how he's going to stop Mayhem without hurting Melania. They could be anywhere in the city by now, causing who knows what kind of destruction. Suddenly, he hears screaming and crashes in the distance.

 _"Well, that answers that"_ Scarlet thought to himself. He then heads off the direction of the disturbance, completely unaware of the hell he was in store for.

 _15 minutes later…_

Darkness. That's all Melania saw, complete and utter darkness. She blinked her eyes to see if the darkness would clear, but it didn't. She then felt a viscous liquid slide down the side of her face.

"What's going on?" she asks herself, "where am I?"

 _You are within me!_ A raspy female voice answers.

"Who said that?" Melania asked fearfully while looking around frantically. She's trying to move, but she found that impossible, because where ever she was, she was completely immobile.

 _We are already one!_ The raspy voice calls out again.

"Who are you? _Where_ are you? Where am I?" Melania called out to the mysterious voice.

 _We are…Mayhem!_ The voice answers with a laugh.

"We? Whose we and, where am I?" Melania called out again.

 _You and I are…we are Mayhem! You are part of me! I am part of you!_ The voice shouts out to her.

Mayhem then lands on the roof of a building, looking over Time Square. Her tendrils were wriggling in anticipation at the thought of how much chaos and destruction she could cause.

She lets out a cackling laugh as she jumps off the building and landed right in the middle of the street as a Taxi cab was coming.

Then driver slammed on his breaks, "Hey!" he called out, sticking his head out the window, "Get out of the road! What are ya, nuts or something?"

Mayhem slowly turned around to face the driver and as soon as he got one look at her face, his face had a look of fear on it. Mayhem then grabbed the Taxi by the front of it and began to lift it up effortlessly.

Out of fear, the driver jumped out of his cab, screaming as Mayhem hosted the cab in the air and tossed it into oncoming traffic. Some of the cars collided into the cab while others screeched to a stop and their drivers came out to see what was going on.

Mayhem let out a fearsome roar as the people on the streets start running. The people in the cars either jump out of their vehicle and run or they lock themselves in and frantically try to drive away from the creature.

She then lets out a cackling laugh as she picks up a truck and tosses it into a nearby building, causing it to crash through the windows. She then grabs a fire hydrant and rips out from the ground, causing a fountain of water to burst out from the ground. She then tosses the hydrant into one of the jumbotrons, causing the screen to shatter and sparks flying everywhere.

Mayhem lets out a triumphant laugh, raising her fists into the air as her tendrils flailed wildly around her.

Scarlet lands on the roof of a building, not far from where Mayhem was. His eyes widen slightly as the level of destruction Mayhem caused in just short amount of time.

"Mel, what have you done?" Scarlet asks himself as he's trying to figure out how he's going to stop Mayhem without hurting Melania in the process.

Some people were still running and screaming, trying to get away from the chaotic scene. Mayhem picks up a minivan and is about to toss it onto a woman and her daughter, who are trapped inside their car that was pressed up against a Newspaper stand by the curb and by another crashed car in the street.

The woman is screaming frantically and her daughter is crying in fear as Mayhem approaches with the van in her hands about to crush them both with it.

Scarlet then tackles Mayhem to the ground before she can through the van down, which falls out of her grasp when she's down.

With Mayhem beneath him, Scarlet webs Mayhem to the ground so she won't cause any more damage. Once he makes sure she could get free, Scarlet runs over to the car with woman and her child in it. He pushes the car out some, enough for him to fit between the car and the curb. He the grabs the driver door and yanks it off the car.

"You alright, Miss?" he asks as she steps out of the car.

"Yes, thank you, but my daughter is still trapped in there" the woman told him, pointing to the back of the car.

Scarlet jumps over the hood of the car and pushes the crashed car that was pinning the other out enough for him to fit through. He then grabs the side door and rips it right off its hinges.

The little girl is in her car seat, still crying out of fear, "It's okay, kid; I'm gonna get you outta here" Scarlet reassures as he undoes the car seat and picks the girl up in his arms and carries her back to her mother.

"Mommy!" the little girl happily cries.

"Oh, my baby" The woman takes her daughter from Scarlet's arms, "God bless you, young man, bless you" she holds her daughter close to her.

Suddenly, Mayhem tears the webs off with her talons and stands up, letting out a might roar. The woman and her child run off to safety as Scarlet approaches the creature. They both take a stance in front of each other, waiting for the other to strike first.

"Alright, you walking pile of goo" Scarlet says as he brings his stingers out, "Let's dance!"

Mayhem roars as she charges at Scarlet with her tendrils flailing and her talons out. Scarlet yells out as he charges forward as well, bearing his stingers. They both jump towards each other ready to strike each other down…

 **Cliffhanger! Ha! I'll leave you guys with that for now, next up: Scarlet VS Mayhem!**


	10. Enter: Mayhem Part Three

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania Mayhem and Comanche.**

Mayhem and Scarlet charge forward at each other and leap up at one another with a _SLASH!_

They both land on opposite sides of each other. Scarlet had slashed Mayhem's face, but it healed instantaneously. Mayhem had slashed Scarlet across his chest, ripping his suit.

"Mel, listen to me" Scarlet began as they started to circle one another, "I know you're in there, Mel! You have to fight it!"

" _'Mel' is no more! There is only Mayhem!"_ Mayhem shouted as she charged at Scarlet, but he simply jumped out of the way as Mayhem ran into a pole, snapping it in half on impact.

"No! I know she's still in there!" Scarlet denied.

 _"Melania is a part of me now"_ Mayhem said as she stalked towards the red clad spider, _"She is lost forever! You will never see her again!"_

Scarlet clenched his fists tightly as his eyes narrowed in anger. He then let out a yell of anger as he charged at Mayhem and tackled her into the ground so hard, he caused a crater in street. He began to bang his fists down on Mayhem's head, the anger fueling him. He then lept off her, grabbed her at her ankles and swirled her around a few times before he let go. She then went flying through four buildings before crashing in a basketball court.

Scarlet swung over to her on his webs and landed next to the crater where Mayhem laid. Then, her fist bursts out from underneath the rubble and then she herself bursts out from the rubble. Panting, Mayhem sends her tendrils towards Scarlet. He is able to dodge most of them, slashing them with his stingers, until one of them wrapping itself tightly around him and brought over to Mayhem. He is now face to face with the Carnage creature.

 _"What's the matter, Scarlet? Getting soft? Or are you always this weak?"_ Mayhem taunted as she squeezed her tendril around him tighter.

Scarlet's eyes slant in anger as he flexed his arms, trying to break the grip of the tendril on him.

 _"You know why Melania saved you all that time ago? It's because she felt sorry for you, you're pathetic!"_ Mayhem taunts him once again.

Scarlet growls as he breaks free from the tendrils grip and leaps over Mayhem and lands on the back of her neck frog style. He grabs the front of her head and pulls her forward, using all his might, he flipped her in the air and she went face-first into the brick wall behind her.

She then falls from the wall, leaving an indentation of herself in it. She lands flat on her back on the pavement as Scarlet stands over her, panting.

"Had enough?" Scarlet asks mockingly.

Mayhem hisses at him before extending her arms towards him and shooting webs out the tops of her wrists, hitting Scarlet square in the face, blinding him.

"D'ahh!" Scarlet shouts as he stumbles backwards, trying rip the webbing off his masked face.

 _"Ha! My webbing is stronger than yours, Scarlet!"_ Mayhem laughed as she stood up, _"Without your sight, you are defenseless!"_

Mayhem charged towards Scarlet and before he can react, she socks him the stomach which sent flying through a metal gate and hitting the side of a building. Mayhem was right about one thing: without his sight, he's a sitting duck. He then stands up on wobbly legs and he didn't get two steps before Mayhem tackled him into the wall, both crashing inside the building.

 _"Again?!" Scarlet thought angrily, "She blocked my Spider-Sense again! Why is it that she never triggers it?"_

Mayhem then began to pound Scarlet further into the hole they created after they crashed through the building. Scarlet groaned in pain every time one of her fists connected with any part of his body. His hand was curled up into fist and bounced up down after every punch he received. She continued to bang her fists down on him until his fist unclenched and laid limp on the ground. Mayhem stood over his motionless body, thinking that she won, she got up and turned to leave.

What Mayhem didn't was Scarlet quietly standing up as he finally removed the webbing from his face. He was panting as he brought his stinger out and moved quickly but quietly behind her. Then,

 _SHINK!_

He drove his stinger right into her back. Mayhem's back arched up at the sudden force and howled in pain. Her tendrils flailed violently around her as Scarlet drove his stinger deeper into her back. Then, she went limp, she became quiet and her tendrils ceased all movements.

That's when Mayhem's head turned all the way around to look down at Scarlet with a twisted smile on her face as she let out shrieking laugh. If it wasn't for his mask, you would see Scarlet's face contorted into a look of disgust.

Then, tendrils burst out of Mayhem's back and tossed Scarlet to the other side of the building, right through the wall. Mayhem then turned her body back around as she walked over to the newest hole in the wall. She stood over the pile of rubble and leaned down.

 _"Come on out and play, Scarlet or are you just playing possum like you usually do?"_ Mayhem mockingly asked.

Suddenly, Scarlet's hand shot out of the rubble and grabbed Mayhem's throat. Through the rubble, you could see Scarlet's eyeholes narrowed in anger. He then rose out of the rubble with his hand still gripped tightly around Mayhem's neck.

Scarlet then shot his webs up to the ceiling and lifted himself and Mayhem up to ceiling and broke right through it. Mayhem was then tossed through the ceiling and across the roof. She then collided into a generator, which was smashed under her wait and began emitting sparks that soon turned to fire.

Scarlet then lept onto the roof and stood before Mayhem who sat up slightly and looked up at him, _"Is that all you got, Scarlet? Or are you holding back so you won't hurt your little girlfriend? Who's already dead!"_ Mayhem taunted.

Scarlet clenched his fists so tight that he was causing rips in his suit around them. He then let out an animalistic growl as brought his stingers out and slashed Mayhem repeatedly, but the slash marks healed almost instantly. She let out a dark laugh as she stood up, towering over him.

She then swatted him away like a fly, but in mid-flight, Scarlet shot his webs from both his hands and attached them to Mayhem. He then tugged on them as he brought Mayhem with him through the air.

They then crashed into the bell tower of an old abandoned church. Coughing, Scarlet sat up as the dust flew around him. He looked up and he didn't see Mayhem anywhere, but then he heard a growling above him. He looked up and saw her hanging above him.

She let out a shriek as she jumped down and landed on top of Scarlet's back, frog style. Scarlet then stood right up and pushed himself along Mayhem back. He then shoved her against the wall, hard leaving an indention on it.

Scarlet turned around fast and began to through violent punches at Mayhem. Her body jerked with every punch until, her body fell to Scarlet's side. He nudged her with his foot by lifting her leg slightly, but she didn't move. Scarlet sighed with relief as he turned around to catch his breath.

Suddenly,

 _SLASH!_

Mayhem slashed Scarlet in the back with her talons. He let out a cry of pain as he fell forward on the old rotted wood.

Mayhem then crouched down and turned Scarlet over onto his back so that he was facing her. She grabbed his mask and tore it off him, revealing his bruised and bloodied face. She smiled cruelly as her arm morphed into a sword-like shape, _"Any last words, Scarlet Spider?"_

He looked almost defeated, "Mel, if you're in there and if you can hear me, I just want you to know that I've always cared about you. I care about you so much, you mean everything to me. You are my everything. You gave me a reason to live again, Mel, you made life worth living. Without you in it, living is pointless. So, if you really are gone, then kill me, because I'd rather die than not have you in my life"

Mayhem looked down at him thoughtfully and her sword arm was shaking in front of her.

Inside, Melania couldn't believe what she was hearing. How Ben cared for her and how much she meant to him.

"Ben…I can't believe it" she breathed out with a small smile on her face. She then got a determined look on her face and mentally, she began to fight back.

 _No! What are you doing?!_ Mayhem mentally questioned her.

"I'm ending this! I won't let you hurt Ben or anyone else anymore!" Melania shouted determinedly.

 _Stop! You're killing us!_ Mayhem shouted.

 _"_ Sorry, Mayhem but, your time is up!" Melania shouted back.

Suddenly, memories flashed through her mind; her parents, saving Scarlet out in the rain, being with Ben, and Comanche.

That's when Mayhem started shrieking in pain as she held her head in her hands and staggered backwards into the bell. She hit the side of the bell as it rung and the symbiot screamed and jumped off Melania's face for a split second before returning.

That's when Scarlet got an idea; he saw some old pipes on the floor not too far from him. She then did a Chinese get up as he webbed one of the pipes and pulled the web back, taking the pipe with it. He caught the pipe in his hand and he jumped over to the bell and hit it.

The symbiot screamed again, louder this time. Parts of the symbiot began to detach itself from the host.

Melania was in control now and was ripping the symbiot off, but when she did, it grew right back.

"Let her go!" Scarlet shouted as he hit the bell again and the symbiot screamed even louder. More and more of the symbiot was falling off Melania as she got onto her knees and ripped even more of it off. As it was being torn off, the symbiot squealed and tried to escape, but with the bell gonging it didn't get very far.

Then, with one last violent hit of the bell, the symbiot exploded off Melania and was scattered on the walls and the floor. Melania then passed out face-first onto the floor.

Scarlet through the pipe down and ran over to her. He knelt on the floor next to her and turned her over so he could see her face. He held her in his arms as he brought her close to him.

"Mel? Mel, can you hear me?" Scarlet asked, but was answered with silence, "Mel?" tears began to fill his eyes and he looked away.

"Ben?" a weak voice asked.

He looked back over to her and he was met with her sparkling emerald green eyes that were half way open.

"Mel…" he said happily as he wiped the tears from his eyes.

"What…what happened?" she asked with fear and confusion in her voice.

"It's okay, Mel; it's over now" Scarlet said as Melania wrapped her arms around his neck and hugged him tightly. He wrapped his arms around her waist and held her close to him as she began to cry softly into his shoulder.

"Shh, Shh…it's okay" Scarlet said soothingly as he gently rocked her back and forth "It's over…Shh…I'm here…I'm here… it's over…it's over"

That's what they both thought, but what they didn't know was that the symbiot had bought itself enough time for it to be bonded to Melania's DNA…permanently.

 **Whoo! That was my longest chapter yet :) enjoy, read and review please :)**


	11. Recovery and Confessions

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

 _August 21st 2016_

It's been three days since Melania had been taken over by the symbiot known as Mayhem, but thanks to Ben, the bond was broken…or so they thought.

Ever since the separation, Melania has been resting and been sleeping for the past three days. The trauma from being separated from the symbiot took a lot out of Melania, she lost a lot of energy.

For those three days, Ben has not left her side; he has been staying by her bedside watching her and waiting for her to wake up. For the past three days, Ben has been bare sleeping himself. He wanted to be there when she woke up and he wanted to be the first thing she saw when she wakes up.

While Ben was sitting by Melania's king-sized bed, he kept thinking about what he said back in the bell tower. How much Melania means to him and how much he cares about her. It really got him thinking that maybe he really might love her. He's never felt love or been loved before so this is all so confusing for him. He's also not sure if she feels the same way about him, considering she's had bad experiences with men in the past, no thanks to David.

Ben grabbed Melania's hand gently and held it to his lips while placing a light kiss on it. He couldn't help, but be awed at how beautiful she looked, even in this peaceful state she was in. He placed her hand back on the bed when he noticed that a strange of her curly hair was hanging in front of her face. He then gently brushed the strand away and pushed it behind her ear as he gently caressed her cheek.

Ben smiled gently at her sleeping form. He looked over to the foot of the bed and saw Comanche lying there, who was also keeping watch over Melania. He was looking up a Ben 'smiling' and he had his big tongue hanging out. Ben chuckled lightly as he stood up and petted the large dog on the head.

Then, he heard moaning. He looked behind him and saw Melania starting to wake up. He walked back over to his original position as Melania's eyes fluttered open. Once her eyes were all the way open and she saw Ben, she smiled brightly him.

"Hi" she said softly.

"Hi" he said back in the same tone, "how are you feeling?"

"A little tired and kinda hungry" Melania answered, "how long have I been asleep?"

"About three days" Ben told her and her eyes widened slightly.

"Really? That long? Well, what about you? Have you slept?" Melania asked.

"I wanted to wait until you woke up" Ben answered, "I wasn't gonna do or go anywhere until you woke up and I knew you would be okay"

Melania cocked her head to the side, "Ben, you didn't have to that; you need to eat and sleep, too you know"

"All I cared about was being here for you, none of that mattered" Ben answered with a determined tone.

Melania let out a light chuckle, "Well, I think that's very sweet of you" she blushed deeply, "I'll make you a deal, I'll eat something if you promise you will and that you'll sleep tonight"

"Mel…"

"Promise?"

Ben sighed, "Okay, I promise"

Melania smiled, "Good, now let's eat; I'm starving" she through the blankets off her body and practically jumped out of bed.

Her legs were a little wobbly and she lost her balance for a second before Ben stood up and caught her. Her face was pressed against his broad chest while her hands gripped his muscular arms. She straightened herself up as she looked into his dark sea blue eyes and he looked into her bright emerald green eyes. They were both blushing like crazy.

Neither one of them could believe how close they were to each other, "Uh, I um, I'm…I'm gonna go…make something for us to uh, eat" Ben fumbled with his words as he rushed out of the room leaving Melania somewhat bewildered about the whole thing.

Melania placed one hand on her hip and scratched the back of her head with the other one in confusion. She looked over a Comanche, who was just staring at her.

"What are you looking at?" Melania teased as she petted her dog's head gently.

She walked over to her walk-in closet and changed out of her pajamas. She through on a pair of dark blue skinny jeans, a dark blue and black low shoulder long-sleeve sweater with sleeves that went down to her knuckles and black knee high boots with a low heel. She then fixed her tangled curly hair and put in a up ponytail with her bangs framing her face.

During the time, they were eating lunch, Ben and Melania were in an awkward silence. Only catching side glances of each other. During the rest of the day, they were just silent around each other, they acknowledged each other, but that was all.

Right now, they were watching TV in silence until Ben broke the silence, "Hey, Mel?"

She turned to him, "Yea?"

"Do you remember anything? When you were being controlled by the symbiot?" Ben asked curiously.

She sighed, "Just bits and pieces. Most of it is just a blur"

"Oh" Ben said nodding his head slightly, looking away from her.

"There is one thing I remember" Melania said, getting Ben's attention and he looked back at her.

"Up in the bell tower, I remember you said how much you cared about me and what I meant to you" Melania blushed a light pink.

Ben groaned while face-palming and Melania giggled slightly at that.

"Did you mean that?" she asked.

Ben looked up at her with surprise and embarrassment as he blushed deeply "I, uh, um, I-I…I just…uh" Ben fumbled with his words.

Ben shook his head in annoyance and groaned as he stood up from the couch, wanting to leave the room.

"Ben, wait" Melania got up and stood in front of him, "I want you to be honest with me, did you really mean that?"

Ben sighed as he looked into her bright emerald green eyes. They sparkled so much that Ben was certain they were stars. He had to tell her, it was now or never; this could be his only chance to her how he really feels about her.

He swallowed the lump in his throat, "Yes, Mel I meant it. I meant every word of it. I care about so much, you mean everything to me and there's nothing I wouldn't do for you. You made me want to live again, no matter how much I wished I wasn't alive, you gave me a reason for wanting to be alive. You bring out a side of me I never knew I even had, Mel; you make happy, you make me smile and laugh. You made me into a new person. I wouldn't even be here right now if it wasn't for you, Mel. You saved my life, you took me in, gave me a home and you made me feel cared for, something I haven't felt in a long time. I can't even tell you how grateful I am for…"

He was cut off when Melania planted her lips against his and placing her hands on the sides of his head. Ben's eyes widened in shock, not even believing that this was happening.

Melania then released his lips and looked into his dark blue eyes, "You talk too much" she chuckled lightly while Ben gave her a small smile.

"I don't even know where to begin on how to tell you how much you mean to me, Ben. You're my best friend and the coolest guy I know, you make me wanna be myself around you and not be afraid of being judged. For so long, I thought that I was alone, especially after I lost my father and what happened with David. Despite all of that and nightmare I went through, you stood by me. You were for here me when no one else was, you made feel wanted and needed. You're still here for me, even after what happened with Mayhem, you never left me, you stood by me and helped me in every way you could. In a way, Ben you saved my life, too. For the longest time, I was afraid to trust anyone, especially men thinking that were gonna leave me like my father did or treat me the way David did. But something about you, made me wanna try to trust others again and you did…"

She was cut off when Ben crashed his lips against hers and she let out a squeak of surprise. He wrapped his arms around her waist tightly and she wrapped her arms around his neck. When the need to breath came, they broke the kiss and looked lovingly into each other's eyes.

"You talk too much, too" Ben said with a smile as Melania giggled.

They then pressed their lips to each other again as Ben brought Melania closer to him, if that was even possible. They deepened the kiss as they tried to get closer to each other, but there was no more space between them.

After suppressing their feelings for each other for so long, they were like dams bursting, pouring out their feelings for each other. The love they have for each other is stronger than any force on the planet and nothing could break that, but soon the strength and the bond of their love is going to be put the ultimate test.

 **Finally! They're a couple! RXR please :)**


	12. Spider Slayers Part One

**Disclaimer: I do not own Ultimate Spider or any of it's characters. I only own Melania and Comanche.**

 **This is the longest chapter I ever wrote! Fricking Fifteen pages! Also, there's gonna be some slight changes from the series in this chapter and the next few, just letting you know. Enjoy :)**

 _October 8th 2016_

It's been almost two months since Ben and Melania had become a couple and things couldn't be better between the both of them. The two are practically inseparable, never one without the other. When you see them, they are always together. They are so comfortable around each other and they enjoy each other's company, along with spending time with each other as much as they can.

But, for the past few weeks, Melania has noticed that Ben has been acting very strange. He leaves the apartment early in the morning and doesn't come back until the middle of the night. He's sometimes gone for days at a time. He's also been a lot more distance than he usually is, which is worrying Melania. She questioned him about it once or twice, but he just blew it off as nothing. Melania knew something was up and she was determined to find out it is.

It was now the middle of the night and, thinking that Melania is asleep, Ben gets out of bed and changes into his Scarlet Spider suit. After he puts his mask on, he heads over to his window and opens it, but the second he does,

"Going somewhere?"

Scarlet groaned and turned around to see Melania, fully dressed, leaning against his door frame with her arms crossed. She was also tapping her foot, waiting for him to answer.

"What are you doing up?" Scarlet asks, hoping to change the subject.

"I could ask you the same thing" Melania said back with a tone, "what's going on here, Ben.

Scarlet sighed and hung his head, "Babe, it's nothing; go back to bed"

"No" she said defiantly, "You are gonna tell me what's going on with you and you're not gonna leave this apartment until you do" she stomped over him and slammed his window shut as she stood in front of him with her arms crossed.

"You know that you can tell me anythin, Ben, you know that" her tones softened, "There's something going on, I know it. You're sneaking out at night, disappearing for days at a time and you come back at different hours if the night. What's wrong? Is it me? Did I do something wrong?"

"What? No, babe, you haven't done anything at all. This has nothing to do with you" Scarlet reassured her.

"Then what is it? Tell me, please" she grabbed a hold of his hand and held it gently.

Scarlet sighed, "Okay, for past few weeks, I've been following up on leads on where I could find Doc Ock. I've been tracking down his old associates and his old labs, but I got nothing from them until last night I found a couple of HYDRA lackeys and 'persuaded' them to tell me what they knew. Turns out that Ock had moved his lab and they told me where I could find it. That's where I'm going right now" he explained.

Melania nodded her head as she let what he just said process for a minute, "Okay, first of all, why do you want to find Ock?"

"I want revenge" Scarlet answered, "I want revenge on him for stealing my memories, for messing with my head and for using me to hurt my friends. I want to end him…once and for all"

"Okay, in a way, I understand where you're coming from Ben, but I don't think revenge solves anything" Melania said to him.

"What else is there?" Scarlet asked crossing his arms.

"I don't know, right now, but if you're doing this, I wanna come with you" Melania said, surprising Scarlet.

"What? No, no. Absolutely not, no way" Scarlet stated with a shake of his head.

"Ben…"

"This is too dangerous for you, you could get hurt. You have no idea what Ock is capable of" Scarlet stated.

"That's my point, Ben" Melania said, "Who knows what Ock can do and you could get hurt, too"

"I can take care of myself"

"I know that, but it would make me feel better to know that, if I was there with you, to make sure that you'll be okay. Please Ben" she begged.

Scarlet shook his head and rubbed the back of his neck, "No, Mel this is just too dangerous for you"

Melania was about to protest, but Scarlet gently places his hands on her shoulders, "Mel, it's not that I don't think you can't take care of yourself, it's just that…you are the only thing that matters to me in my life. If anything, ever happened to you, I would never forgive myself. Please, Mel if you care about me, then please stay here…for me, please"

Melania sighed as she brushed a stand of her hair out of her face. She could hear the pleading in his voice and when it came to arguments, they were both equally stubborn. Which meant Melania wasn't gonna win this argument this time.

"Okay" she said nodding her head, "just promise me one thing"

"Anything"

"Promise me that you'll be careful, please"

"I promise" Scarlet said pressing his forehead against hers, "I'll be back as soon as I can, okay?"

"Okay, I'll see you soon?" she asked.

Scarlet nodded his head before he opened his window again, climbed out of it and webbed off into the night. Melania stood in front of the window as she watched Scarlet take off into the city. She sighed with worry as she closed the window and left the room.

That was an hour ago…

Right now, Melania was sitting in the living room watching TV, knowing she wasn't gonna get to sleep tonight.

As she's watching TV with Comanche sleeping next to her, she starts to hear this whispers.

Confused, she turns the TV off and looks around, trying to figure out where the whispers are coming from. As she's listening for them, she's trying to figure out what they're saying, but she can't derive any of them. The whispers start to become louder, but not clear enough for her to understand them. Groaning from the headache she was getting from them, she placed her hands on her head.

Suddenly, she got a sharp and sudden pain in the back of her head, causing her to shriek while also startling Comanche who lifted his head up with a whine. Melania was holding her head in pain, she didn't realize that small pieces of the Mayhem symbiot were forming under her shirt on her back.

Melania suddenly picked her head up and she was getting this odd feeling. Telling her to go after Scarlet, despite the promise she made earlier.

"Ben…" Melania breathed out and the whispers and the feeling seemed to intensify and she could now make a few of the whispers as they continued.

 _Go after him…_

 _Follow him…_

 _Find him…_

 _Help him…_

She decided to follow her gut and the feeling she was getting to find Scarlet. A part of her had wanted to follow him before, to make sure he wouldn't get hurt. Now with these strange whispers and feelings, she decided to listen to that part of her.

She left the living room and speed walked over to her room. She grabbed her backpack and packed it with stuff she might need, such as her Taser, cell phone, matches and other essentials. She had also put on her father's necklace and held it tightly in her hand as she silently prayed to her father for luck and to guide her tonight.

As she was leaving her room and heading for the living room, she saw Comanche on the couch looking up at her with his head tilted.

"Stay, Comanche and be good" Melania said as she opened the front door and left the apartment.

As soon as Melania left the penthouse, the feeling and the whispers became stronger. She decided to let the whispers and the feeling guide her to where ever she was supposed to go.

After half an hour of walking and being led by the mysterious feeling and whispers, she spots Scarlet on a roof top not too far away from her. She ducks behind a mail drop box so he won't see her. She peaked out from the top of the box and saw Scarlet jump down into the ally below him.

Melania quickly but carefully moved out from behind the box and ran towards the ally Scarlet went down. She pressed herself up against the wall of the building and peaked down the ally.

"Whoa" she said to herself as she saw an entrance at the end of the ally and Scarlet entered it.

Not wanting to lose him, Melania carefully ran up to the entrance and looked inside it to see Scarlet walking down a set of stairs that lead to who knows where. She quietly walked down the stairs all while trying to keep an eye on Scarlet.

As Melania continued to follow Scarlet, the voices in her head intensified. She held her head and groaned as she leaned against the wall. Once again, she was unaware of the fact that the symbiot was making its way up her back.

Suddenly, she heard what sounded like a fight and picked her head right up. Scarlet must've heard it too, because he bolted right down the stair case.

Melania then took off after him, but stopped in her tracks and was in awe at what she saw. A huge mad-scientist type lab that looked like it had been ransacked and there was a gaping hole in the middle of the room.

"Someone is definitely a messy house keeper" Melania said as she bent down near an empty container. She saw scattered pieces of paper inside it and outside of it as well.

There were a few that stood out to her because they had a name on it that she recognized: Young, Jacob.

"What the…?" she asked as she picked up the papers and looked through them. Two of them were lab results on experiments involved with different species of spiders. The names of the scientists were listed on the sheet: Dr. Otto Octavius and Dr. Jacob Young.

"No…this can't be" Melania said to herself as she looked at the other shard of paper which happened to be a newspaper article. It held a picture of the three scientists standing together in a laboratory.

One of them long black hair tied in a low ponytail with glasses and grey eyes, and the one on the end had short dark brown hair and emerald green eyes.

"No way. Dad?" Melania questioned as she studied the picture of her father and the other two scientists.

She's snapped out of her thoughts when she hears Scarlets voice coming out of the hole in the floor.

 _"Getting into some trouble…punks?"_ Scarlet asked whoever was down there with him.

She stuffs the papers in her back pack before she runs over to the hole. She crouches down and sees Scarlet standing in front of Spider-Man and another person in a spider suit, she guessed was female based on its body shape.

"Scarlet Spider- Ben? you're…alive!" Spider-Man exclaims happily.

Melania's head was beginning to throb now and the whispers were getting much louder. She groaned quietly in pain as she held her head, unaware that the loose floor beneath her was cracking.

"Don't remind me" Scarlet says with a shake of his head.

Suddenly,

 _CRACK!_

"Ahh!" _Thud!_

Scarlet and the others looked and saw Melania on the ground rubbing her head with a chunk of the floor was next to her.

"Mel?" Scarlet asked in confusion as he walked over to her.

"Who?" Spider-Man and MJ asked in unison.

"What are you doing here?" Scarlet asked as he helped her stand up, "I told you stay at home"

"Ben, you should know that I can be just as stubborn as you, probably even more so" Melania said as she dusted herself off.

"What are you doing here?" Scarlet asked again, "and how did find me?"

"As to what I'm doing here, I'm here because I wanted to make sure you wouldn't get hurt and because I care about you. As to how I found you, that's a long story, but I'm glad I did find you" Melania answered.

"This is too dangerous for you" Scarlet told her.

"More dangerous than fighting off Carnage creatures or more dangerous than becoming Mayhem and destroying half the city?" Melania asked crossing her arms, "Been there done that, I can handle myself"

"I know you can, Mel, I just don't want you to get hurt"

"Do you trust me?"

"Of course, I do"

"Then you can trust me to know that I can handle myself, besides" Melania looked down at the sliced-up Spider-Man synthoziod, "it looks like you already got yourself into your usual amount of trouble already" she smirked up at him.

Then, Melania's head started to throb again and the whispers started up again. She groaned as she held her head and rubbed her temples.

"You okay, Mel?" Scarlet asked with concern.

"Yea…it's just that my head keeps throbbing" Melania answered.

"You, too?"

Melania looked over to MJ who was rubbing the top of her head as well, "Mine's been throbbing all night"

"Really? Have heard any whispers in your head?" Melania asked curiously.

"Actually…yea I have, but how did you know that?" MJ asked.

"Because the same thing's been happening to me all night" Melania answered.

Melania stood there studying MJ for a minute, "That's a symbiot you're wearing, isn't it?"

"How do you know about the symbiot?" MJ asked crossing her arms.

"Let's just say I've had experience with them" Melania answers as Scarlet clutches her hand and gave it a gentle squeeze.

The others seemed oblivious to the fact that Melania's symbiot was creeping over her shoulder, but MJ saw this and became curious. She decided not to bring it up at the moment.

Scarlet then walked past Spider-Man and MJ with Melania in tow. Spider-Man was trying to stop him to talk to him, but Scarlet just walked right by him and Spider-Man looked deflated.

"Wait, that's the guy you told me about?" MJ asked, "He's a lot less, I don't know, dead than you described"

Scarlet and Melania made their way to the back of the room where the computers were.

"Scarlet was a trusted member of the Web Warriors, he was my friend" Spider-Man said as Scarlet ripped open a panel.

"Web Warriors?" Melania whispered to him.

"Don't ask" Scarlet answered back.

"But, he was really a spy for Doc Ock. He betrayed me and the team; even told Ock my real name" Spider-Man continued.

"Ock used me! Like I was another one of his blasted Octobots, I can't let him get away with that" Scarlet stated turning to face both of them as Melania held his hand tighter.

"If Scarlet did all that, why aren't we taking him down right now?" MJ questioned.

Melania's grip on Scarlet's hand tightened and her eyes narrowed at that question, all while her symbiot reacted crazy to that question as well.

"Because in the end he did the right thing" Spider-Man began, "He stopped Ock and crashed the flying HYDRA Island base into the bay" he looked back at Scarlet, "You saved New York. We searched for you for days"

"I didn't want be found" Scarlet stated as he walked over to the other computers and started ripping off the panels.

Knowing better then to get in Scarlet's way, Melania stood off to the side next to the computer desks.

Scarlet then started ripping the panels off and throwing them in different directions behind him, almost hitting MJ and Spider-Man.

"Watch it with the flying debris there, buddy!" MJ yelled, "I don't know who you think you—hey!" she dodged another panel.

"Neither do I!" Scarlet shouted as he ripped out some wires, "Ock whipped all my memories when he gave me powers. He said I was the first Spider, an early experiment" he said as he ripped out more pieces of the computer.

"Early experiment?" Spider-Man questioned, "Maybe you won him first place in the little Super Villain Science Fair"

"Ugh, that was so lame" Melania said to herself a shake of her head.

"This is no joke, punk" Scarlet said turning to face him, "Ock messed with my head, used me to hurt those I cared about. I can't let that stand"

"'Those you cared about'?" Spider-Man questioned, "That's the nicest thing I've ever heard you say, I'm getting the warm fuzzies here"

"If that's the nicest thing you ever heard him say, then you obviously don't know him like I do" Melania stated while cleaning up against one of the computers.

"Who exactly are you anyway?" Spider-Man asked, pointing a finger at her.

"My name is Melania Young…his girlfriend" she motioned her head towards Scarlet.

"Girlfriend?" Spider-Man and MJ questioned in unison.

"Yea, why is that so surprising?" Melania questioned with a raised eyebrow.

"It's just that Scarlet never struck me as boyfriend materiel" Spider-Man said with a shrug.

"Again, you obviously don't know him like I do"

"Oh, and you do?" Spider-Man asked crossing his arms, "How's that?"

"Because" Melania said as she got off the computers and walked over to Scarlet, "I was the one that found him the night after he crashed that ship. I welcomed him into my home and let him live with me, so I've gotten to him pretty well over the past five months"

MJ then jumped over the computers and placed her hand on one of them, "Okay, if we want data, maybe we try using computers instead of bashing them?"

Scarlet said nothing as he turned back around.

"Why come here Scarlet? what are you looking for?" Spider-Man asked.

"Revenge. He wants to find Doc Ock" MJ answered as she began typing on the computer.

"And end him. Once and for all" Scarlet said turning back around to face them, "but Ock moved his lab. I found a couple of HYDRA lackeys and…convinced them to tell me where"

"That led you here" Spider-Man said with his hands on his hips.

"But I was attacked by that synthoziod" Scarlet pointed behind Spider-Man, "an old experiment to mimic your powers. Must've been left here as a security system"

"Yea, we met him" Spider-Man answered, "But…why didn't you tell us you were alive?"

Scarlet turned back to the computers, "I almost destroyed S.H.E.I.L.D and…Aunt May. Not proud of that. What have you all done if I came back, lock me up?"

"No, we would've brought you back you home" Spider-Man answers, "I can't believe you wouldn't tell me you were alive. Everyone seems to be keeping secrets"

"Good thing you have a reporter around, Spidey" MJ said from the computers.

"And what do you wanna do?" Scarlet asked, holding a panel he just ripped off, "Show Ock your press pass?"

Melania snickered as she covered her mouth.

"My job is hunting through facts" MJ said typing commands on the computer, "accessing files, information, locations. Like this" she pressed a button and suddenly the large HYDRA icon split open revealing, yet another stair case.

"Did someone say 'press pass'?" MJ asked smugly.

They all began walking down the stair case when the noticed strange prints imbedded in the steps.

"Ock's been here, alright. Recently" Spider-Man said.

"He close" Scarlet said, "Finally, revenge on that eight-limbed freak"

Spider-Man scoffed, "There are more important things than revenge"

"He's right, Ben" Melania added in, "Remember what we talked about back home? Revenge never solves anything. There's always an alternative better than revenge"

"Nothing else is coming to mind" Scarlet stated as he stopped at the bottom of the stairs with other's right behind him.

"Hoe about the truth?" Spider-Man asked, "Why's Ock give you those powers? Who were you before? A hundred questions that need answers"

"Here's one: who cares?" Scarlet asked.

"You should" MJ stated, "Getting your life back is worth more than vengeance. What if you have a family? People who miss you?"

"There's no point in getting my old life back when I already have a new one and have someone to share it with" Scarlet said looking at Melania who smiled warmly at him.

Scarlet then walked over to a large metal door, "Besides, the last time I had a 'family', I almost destroyed them" he then brought his stinger out, "Won't be making that mistake again" he then drove his stinger through what looked like an access slot.

Two seconds later, the door slide open to reveal yet another lab with large barrel-shaped containers in it along with a holo-screen computer where the 'Good Doctor' himself was at. He wasn't even aware that the three spiders and Melania had entered the lab.

"Must be here, it must be" Ock mumbled while typing commands, "Unless…he didn't…he wouldn't"

Scarlet then brought his stingers back out and that's when Ock noticed them, "Huh? Oh, you're early. I thought those prototype synthoziods I released would've kept you busy a bit longer"

"There done Ock and so are you!" Scarlet took a stance, about to charge at Ock.

Then Spider-Man, placed a hand on his shoulder, "Scarlet wait"

Ock laughed, "Yes, Scarlet wait until I do this!" he hit a command on the holo-screen and suddenly, all the lids from the containers popped open.

"What now? More lame Spider-Man copies?" Scarlet questioned.

"Hey now!" Spider-Man said defensively.

"Burn" Melania laughed lightly.

"I think you'll have more fun with these Scarlet Spider" Ock said as figures began to rise out of the containers. They turned out to be synthoziod copies of Scarlet himself.

"I had plenty of your DNA on hand" Ock said with a smirk.

"More Scarlet's?" Melania questioned, placing a hand on her head, "I'm not sure I'm ready for this"

The synthoziods then began to make their way over to them.

"Get back, punks" Scarlet said while he, Spider-Man and MJ took a stance.

 _"Get back, punks"_ The synthoziods mimicked Scarlet in a much deeper voice while they drew their stingers.

"Well, if they don't slice us they could always annoy into submission" Spider-Man joked.

The synthoziods then began to charge towards them, "Mel, you stay out of this!" Scarlet said as he, Spidey and MJ rushed towards the synthoziods. Melania puffed her cheeks in annoyance. She then joined the fray with Scarlet and the others.

Spider-Man, Scarlet and MJ were able to take out some of the synthoziods while some of them made their way over to Melania. One of them charged towards her with its stingers drawn. Melania side stepped out of the way and grabbed its arm, while tossing it into two of the others.

"Never thought I'd see the day when I'd be able to kick your butt, Ben" Melania said as she knocked one down with a roundhouse kick to the chest.

Scarlet scoffed, "You wish, babe" he said as he sliced another one in half.

"I'll take you on any day of the week, Ben" she said as she did a front snap kick to a synthoziods head.

"I look forward to it" Scarlet said as he knocked another one down.

Two more synthoziods came at her from her left and her right, then at the last second, Melania jumped into the air while doing a flip as the two synthoziods collided into each other. When Melania landed, her head was beginning to throb even more and the symbiot was going crazy. She held her head in her hands and groaned in pain.

Scarlet noticed this and began to worry, he tried to get to her, but the synthoziods were blocking his way.

The whispers in Melania's head grew louder and more intense when suddenly Melania looked up and her eyes were red. The symbiot on her back then spread over her whole body.

Suddenly, everyone heard an unearthly screech and Scarlet's eyes widened because he recognized that noise. They all looked and saw a Carnage Creature, which Scarlet knew was Mayhem.

"Oh, no! Mel!" Scarlet shouted.

"Carnage? But how's that possible?" Spider-Man questioned.

Mayhem shrieked as she held her head in her hands and four tendrils sprung out of her back and flew out in front of her towards Scarlet and the others. They braced for the attack, but the tendrils went behind them and attacked the synthoziods.

"What the…?" Scarlet questioned in confusion.

One tendril stabbed straight through a synthoziod, pinning against the wall. Another one picked up a synthoziod and through it to the side while the other two picked up synthoziods and crushed them.

"Scarlet, what's going on here?" Spider-Man asked.

"I'll explain later, right now I gotta calm her down" Scarlet said as he ran over to Mayhem.

"Mel? Mel, can you hear me?" Scarlet grabbed her wrists and Mayhem looked up at him.

"Mel, listen to me, you have to fight this. Don't let it control you" Scarlet told her with determination.

Mayhem looked at him for a few seconds before her eyes clenched. One of her tendril that held a synthoziod tossed it over to where Ock was at the computer, destroying it and knocking him down.

Suddenly, the tendrils retracted back into Mayhem as the symbiot retracted itself back into Melania. Melania groaned as she fell forward into Scarlet and he caught her in his arms.

"You okay, Mel?" he asked.

"Yea, I'm good" she looked up at him lazily.

"So, you have a symbiot, too?" MJ asked walking over to Melania.

"Unfortunately, yes" Melania said with a shrug, "how do you do it? You know, how do you control it?"

"It's not easy, it takes a lot of practice and self-control. You also have to have a lot of will-power" MJ explained.

Spider-Man and MJ made their way over to Ock, who had been knocked into beam.

"It's over, Ock" Spider-Man stood in front of him, "Unless you're planning to unleash a bunch of synth-Nova's, cause that would be really annoy—"

He was cut off when Scarlet pushed past him and got in front of Ock, "Finally. Revenge" he placed his stinger near his neck.

"Wait!" Ock pleaded as Melania made her way over to the others.

"He's right, Scarlet" Spider-Man said as Scarlet gave him a look, "you waited this long, get the truth; get the answers"

Scarlet looked back at Ock who smirked and chuckled evilly and Scarlet glared at him.

He pressed the stinger to his throat, "Talk. While you still can"

"You were supposed to be HYDRA's first attempt at creating an arachnid powered solider, Scarlet, but they kept failing. Armin Zola had no choice but to partner with me and Dr. Young" Ock began.

Melania gasped, hearing her father's name.

"So, you and this Dr. Young helped him?" Spider-Man asked.

"Helped? I revitalized Zola's crude approach with Dr. Young's elegant biological design. Zola may have started to you, but Dr. Young and I perfected you, you are our master piece" Ock gloated.

"Oh, he's a piece of work alright" MJ said sarcastically.

"Shh!" Melania said nudging MJ's arm.

"Get to the point Ock, before Scarlet does" Spider-Man warned.

"The point is simple" Ock began, "You, Scarlet have a past. A unique and fascinating past and knowing it will change everything about who you are"

Scarlet growled, "Then tell me! Tell me who I was! Who I am!"

"Alias, you wouldn't believe me if I did, but proof your origin, everything you seek is on HYDRA Island" Ock said.

"So, it's gone" Spider-Man said, "HYDRA Island sunk to the bottom of the sea it's destroyed"

Ock laughed, "The Island yet lives, as does Zola himself. I came back here to find my lost research, but like your own life, Armin Zola stole it"

"I have some questions now, Ock" Melania said as she spoke up.

Ock leaned forward slightly, "Ah, young Melania. It's been such a long time…you always did have your father's eyes"

Her face remained emotionless as she pulled out the article of Ock and her father, "You knew my father" she held the picture out to him, "I want answers. What does any of this have to do with my father?"

"Your father was a brilliant man, Melania, almost as brilliant as I am. He was one of the top scientists for HYDRA. Long before you were born, your father and I were told to work on a serum for HYDRA that could help create an army of super soldiers. We used the DNA of a variety of spiders because of their proportional strength, making the soldiers unstoppable and invincible. Once we finished the serum all that was left to do was to test it on a human being, but your father refused, believing that it wasn't ready for human trials. Once your father found out the truth about what the serum was to be really used for, he left HYDRA. He stole the serum and most of the research so that neither I nor HYDRA could recreate the serum. Then three years later, with some reliable intel, I found out that your father had perfected the serum and had already used it for a 'good' purpose" Ock explained.

"What do you mean?" Melania asked.

"I mean that, I do not know what his purpose for using the serum was, but I know that _you_ were the result, Melania"

"What? What are you talking about?" Melania asked confused.

"For more answers and to learn the truth behind what your father had done is also on HYDRA Island" Ock said as he looked back at Scarlet, "Zola is down there, Scarlet and so are the answers to who you really are"

"You're lying" Scarlet denied.

"Am I? Or are you about to destroy the only person who can lead you and Melania to the truth?" Ock asked.

Scarlet growled, "You're taking us there, now!"

"Scarlet! I can't let you do that" Spider-Man said before he could do anything, Scarlet had webbed him and MJ to the computers.

"You were the one who said the truth is important than revenge" Scarlet stated.

"Taking a super villain and your girlfriend who's controlled by a symbiot to a sunken evil fortress of destruction is not what I had in mind" Spider-Man said trying to break free from the webs.

The floor opened to reveal a mini-sub in water, "Tough luck, punk" Scarlet said holding onto Ock's tentacle, "This our journey not yours"

Scarlet then through Ock into the sub while Melania jumped down into it, followed by Scarlet and the hatch closed. They then took off into the water, not knowing the Spider-Man and MJ got free and that Spider-Man was following them right now.

 **Sorry about the crappy ending, it was rushed because I had gotten so tired by the end of it.**


	13. Spider Slayers Part Two

Chapter Thirteen: Spider Slayers Part Two

Ock's mini sub cruised through the ocean at a steady speed while carrying it's four passengers.

"Couldn't you have made this a four-seater, Ock?" Spidey asked as he, Scarlet, Ock and Melania were mashed together inside the small contraption.

"This submarine was designed for two occupants, you web brained dolt" Ock stated, "I did not expect to pick up a hitchhiker this deep in the ocean or have an unexpected guest"

"Less talking, more driving, squid-for-brains" Melania said as she was crammed in the back of the sub behind Spider-Man and Scarlet.

"We're going too slow" Scarlet said impatiently, "we need to get to that sunken Island"

"This is probably the least likely team-up you can imagine, right?" Spider-Man asks the audience, "First there's Doc Ock, extremely evil. Having formed an alliance with Scarlet Spider and his girlfriend, Melania Young in order to find the also very evil, Armin Zola, he of HYDRA and TV bellies. Ock wants back the research Zola stole from him. Scarlet wants to know the truth about his past; he has no memory of who he was before Ock, Zola and Melania's father experimented on him. Melania wants to find out the truth about her father and the experiments he performed, so Ock promised them that everything they need is the sunken HYDRA Island where Zola also happens to be, currently out of commission. Meanwhile my pal, Mary Jane Watson, who's been secretly Spider-Woman, that's a whole 'nother thing, is rounding up the rest of the Web Warriors. Me? I tagged along because I kinda, totally 1000% don't trust Ock. No matter what he's promised Scarlet and Melania." Spidey finished saying as one of Ock's tentacles hit him in the face.

"We do not need a babysitter" Ock stated.

"We can take care of ourselves" Scarlet stated.

"With this guy? You need someone watching your back eight different ways" Spidey said.

"Hey, what about me?" Melania asked.

"No offense, Mel, but after what I saw in Ock's lab back there and you lost control of your symbiot, somebody needs to keep an eye on you, too" Spidey said turning around to face her.

"Humph!" Melania huffed and crossed her arms.

"Perhaps you'll do well to remember that I have kept your true identity a secret, Peter Parker" Ock added in, "Despite your prejudge beliefs about me, I do have a code of honor. In this situation, we have a common enemy: Armin Zola"

They then approached the sunken ship as an automated male voice was heard, "Attention Unauthorized vehicle, HYDRA security protocol eight-dot-sixty-eight engaged"

"This is an automated system of my design" Ock said as he typed a command on his computer with his tentacle, "Deactivated. You need to open the Island's airlocks. Ms. Young and I will stay here in case I have to deal with any other triggers you set off"

"Oh, no. I am not staying in a confined space with Squid-for-brains here" Melania objected.

"Do you have a portable diving suit?" Spidey asked.

"No"

"Then you're stuck here. We'll get the airlocks open as soon as possible" Spidey said as he Scarlet get ready to leave.

"Fine" Melania crossed her arms, "Just hurry up"

Spider-Man and Scarlet could now be seen from inside the sub as they swam towards HYDRA Island. There was a tense silence in the sub as Melania just stayed in her place in the back of the sub while keeping a close on Ock.

"This had better be worth it, Ock" Melania grumbled.

"Oh, believe me, my dear it is" Ock turned around and looked at her, "Hm, you look just like your mother, Melania. So, beautiful and so young"

"Flattering will get you nowhere, Squid-for-brains" Melania glared.

Ock chuckled as he turned back around, "You are strong like your father was, Melania. You have the same fire in your eyes that he had"

Melania was about to say something when they heard laser fire. They saw that a team of Octobots had surrounded Scarlet and Spider-Man.

"Is this one of your tricks, Ock?" Melania demanded.

Ock growled as he piloted the sub towards the two spiders, "This unfortunate situation is not my fault" Ock said as large tentacles from the sub emerged and ripped apart the Octobots.

"I told you the defenses were automated, it appears HYDRA has locked me out. Yet you two ingrates were so quick to doubt me, exactly why I never trust the opinions of others" Ock said as he smashed two of the bots together.

He then grabbed Spider-Man and brought his face up to the window, "I do not need to explain once again why I am trustworthy, you pathetic fool!"

"You're both really high strung today" Spidey said pointing back to Scarlet, "Don't you have a happy place in your imagination, Ock? Like a lab with pictures of your own face around it?"

"Oh, brother" Melania mumbled as she face-palmed herself at the lame joke.

"Always making jokes, Spider-Man" Ock said as he tossed Spidey to the side, "I find nothing funny about the serious situation we find ourselves in" Ock said as he made his towards the entrance on the Island.

"Oh, so that's why you're not laughing?" Spidey asked, "Because I think I'm pretty hilarious actually"

"You're not" Scarlet said as he swam ahead of him.

"I missed you, Scarlet" Spidey said as he swam after him.

They all entered the ship as Ock walked ahead of them. Melania rung out her hair as Scarlet and Spider-Man deactivated their suits.

Ock pressed a few buttons on the key pad and the doors spilt open, "There may be more automated traps ahead, perhaps try staying focused, children, if you are capable"

"Ah, bite me, squid-for-brains" Melania muttered to herself as they walked down the hallway.

"And I thought this place was creepy when it was floating in the sky" Spider-Man said.

Suddenly, a buzz saw appears out of the ceiling and towards them.

"Get out of the way!" Spider-Man shouts as he pushes Ock out if the way, while Melania ducks down and Scarlet goes underneath it and tears the saw right off.

"Interesting" Ock said, "I express my gratitude"

"You're welcome" Spider-Man said, "Wait, Doc Ock thanked me? what have you done with the real Otto?"

"If you ask me, that was the strangest 'thank you' I've ever heard" Melania mumbled with a raised eyebrow.

"There are certain situations were such social interactions are logical" Ock said as he walked ahead of them, "You know so very little about me, don't you Spider-Man?"

"Um, is that a trick question?" Spider-Man questioned as they continued to follow Ock down another hallway.

Ock then ripped out a key pad that opened another set of doors and they walked in, "I'm tired of all this" Scarlet said turning to Ock, "Where are my answers, Ock?!"

"And the truth about my father?" Melania demanded.

"Patience. We are almost to the lab that holds the secrets of your past, Scarlet and the truth about your father, Melania" Ock said as he walked ahead of them.

Angered and frustrated, Scarlet runs over to the wall, "I just wanna know the truth!" he punches the wall, causing it to cave.

"You're losing control of yourself, Ben" Spider-Man said, putting a hand on Scarlet's shoulder.

"Whatever we find here, it doesn't change anything" Spider-Man said as Scarlet clenched his hand, "No matter who you were before or how they gave you your powers, where you started is not where you are today. You can't let the past destroy you"

"He's right, Ben" Melania said walking up to him, "Even I'm worried about what I'm going to find out about my father, but I know that no matter what it is, it's not gonna change the fact he was still my father"

Scarlet said nothing as he shook Spider-Man's hand off his shoulder and walked past him, leaving Melania and Spider-Man behind.

"Poor Ben" Melania said, "Even though he doesn't show it, he's scared to find out the truth. I can feel it" Melania said looking at Spider-Man.

"I know, can't say that I blame him, though" Spider-Man answered.

Suddenly, someone kicked Spider-Man down from behind, propelling him forward and knocking him into Melania. They saw the one that had kicked Spider-Man was a small blue and yellow spider.

"Oh, great. We woke the neighbors" a larger spider busted down a door, "The really mean looking neighbors" Spider-Man said as a black and white Spider appeared on the ceiling, then disappeared and reappeared again, standing next to the other two just as the big spider had covered itself with armor. The blue and yellow one stood up and drew spikes out from his body and the top of his head.

"Okay" Scarlet said bringing his stingers out, "What…are these things?"

"I'm gonna say they're the trap Ock's been leading us into" Spider-Man said as he helped Melania stand up and as Ock approached the other spiders.

"Halt! Delta Nine" Ock commanded and the stood down, "They are not a trap. These are the most advanced synthoziods ever created. I designed, but Zola and Dr. Young were ones that finished them. I'll simply commanded them to assist us"

The blue and yellow spider's spikes formed over his once again, "You have no control over us!" he spoke, "Slayers, destroy Spider-Man!" he rushed forward at them.

"Gonna enjoy that" The armored one spoke.

"Come on, punk. I'm itching to fight!" Scarlet said bringing his stingers back out.

"Zola's locked me out of the Spider Slayers voice commands" Ock said as the blue one ran past him and he tried to stop him with his tentacle, but missed.

The armored one charged and knocked Ock down while the black and white one disappeared. The blue and yellow spider headed for Spider-Man and the armored one dealt with Scarlet. Melania was hanging back, knowing that she couldn't fight these things without powers and she doesn't wanna risk becoming Mayhem again.

"Spider Slayers?" Spider-Man questioned as he dodged an attack from the blue and yellow spider, "It's hard not to take name personally"

"They were designed for one purpose" Ock stated.

"Kinda guessed that. Next time, can I suggest Spider Buddies instead?" Spider-Man asked.

"That is Bone Spider" Ock said referring to the blue and yellow spider, "I believe the reasons for that name will be clear"

Bone Spider Slashed Spider-Man's arm and his talons went bone deep, "Painfully" Spider-Man groaned.

The armored one tossed Scarlet into a wall. Scarlet had barely enough time to dodge him as he slammed his knee against the wall, "Destroy Spider-Man's allies!"

"The armored one is Goliath Spider" Ock said, "This one is Ghost Spider" he pointed to the black and white one.

"So, you do know me" Ghost spoke as Ock wrapped a tentacle around him, but without even moving, Ghost Spider zapped him and he released him.

Suddenly, Ghost Spider tackled Ock into the wall where they both went right through it. When they landed, Ock held Ghost Spider above him, but he soon disappeared. Scarlet was too through the wall, curtesy of Goliath Spider. When Scarlet landed, he barely had time to react before Goliath rushed at him and held him to the ground with his foot on his chest.

Ock continued trying to catch Ghost Spider, but it was proving to be useless as Ghost Spider kept disappearing. He then appeared above Ock and slammed down to the floor with his fist above his head, "This is fun" Ghost with a smile behind his mask. Ock growled as he once again, tried to grab him, but Ghost Spider disappeared again. Meanwhile, Spider-Man was dodging attacks from Bone Spider while Melania was making her down to them. She may have wanted to stay out of the fight, but she still wanted answers about her father.

Spider-Man then saw Scarlet pinned down by Goliath Spider, "Scarlet!" he rushed towards him with Bone Spider right behind him.

With a yell, Scarlet grabbed Goliath's leg and tossed him off him. Goliath stumbled back before Scarlet lept and kicked him hard, sending flying towards Spider-Man and Bone Spider. Spider-Man lept out of the way as Goliath collided into Bone Spider and landed on top of him.

Spider-Man landed over next to Scarlet while Melania was on the other side of the room, near where Ock was.

Scarlet held his head in his hands, "When I get close to things it…it makes me angrier"

"As they were designed to, Scarlet" Ock answers.

Goliath got off Bone Spider as Ghost Spider appeared next to them, "Destroy!" Goliath shouted as they charged at them.

"What's this all about, Ock?" Spider-Man asked as he ran towards Bone Spider and ducked as he tried to slash him.

Ock was now dealing with Goliath, who just smacked his tentacles away when they got close to him. Ock smiled evilly as he wrapped one of his tentacles around Goliath's ankle and tripped him up. He then pinned Goliath down to the floor with the rest of his tentacles.

"You're looking at Zola's Weapon 'S' Program" Ock began, "These three slayers and their commander…you Scarlet"

Scarlet was fighting Ghost Spider, trying to punch him, but Ghost Spider kept disappearing. Then when he appeared behind him, Scarlet socked him in the chest and he fell to his knees.

Scarlet placed a hand on Ghost Spider's shoulder and was panting as he held his hand above him, "You two brainwashed me, stole my memories to lead a Synthoziod hit squad?!" he brought his stinger out.

"Scarlet, only humans have memories to steal" Ock said with a smile, "You are a synthoziod, just like your slayer brothers"

Scarlet gasped as his eyes widened and his stinger retracted, "What? I'm not human?" he pulled back and looked down at his hand, "That's impossible" Scarlet said in disbelief as Ghost Spider stood up and disappeared.

"You wanted the truth" Ock said, "I knew you would not believe me unless you saw the slayers yourself. Now you understand your true purpose"

"But what does any of this have to do with my father?" Melania demanded.

Ock turned to face her, "These slayers were one of your father's first experiments"

"What?" she asked confused.

"Yes, the slayers would not be here today if not for your father" Ock stated.

"No! You're lying!" Melania shouted at him.

Ock smirked, "Am I, Melania? When your father refused to use the serum on human test subjects, he tested it on the slayers, making them the most powerful and deadly assassins you see before you. Your father helped create them, Melania"

"No…it can't be" Melania denied.

"Oh, but it can be, Melania" Ock said, "But, these slayers are not your father's greatest achievement…you are"

"What are you talking about?" Melania asked.

"After your father stole the serum and perfected it, years later your mother was pregnant with you, but she was very sick, close to dying. Your father's only hope to save you and your mother was to give her the serum. But what your father didn't know, was that as soon as the serum entered your mother's blood stream, it entered yours as well. The serum had altered your DNA, Melania, increased your natural abilities, your senses and strengthened your cells. Haven't noticed over the years of how quick your reflexes are? How sharp your senses are and your increased agility? Why do you think it was so easy for the symbiot to bond to your DNA so quickly? Your DNA was altered so that you could bond to any spider based organism and it's all thanks your father. The last of that precious serum is running through your veins, Melania. Whether your father knew it or not, you were his most successful experiment" Ock finished explaining.

"No…no, this is impossible" Melania said as she fell to her knees, "This can't be real…it can't be" she held her head in her hands.

Ghost Spider then appeared behind Goliath and grabbed Ock's tentacles that were holding them down and zapped him. Ghost then appeared behind Ock, grabbed him and tossed him away into the wall, knocking him out.

Ghost Spider the appears in front of Spider-Man and punches him down. Spider-Man then lands a few feet away from Scarlet, who is down on his knees just as Goliath holds him down with his foot. He looks behind him to see Ghost and Bone Spider approaching him.

"Scarlet! I need help! Scarlet!" Spider-Man yells to him, but he doesn't respond. He looks behind him again and sees Melania also on her knees holding her head in her hands while crying, "Great, now they're both out of it"

"No, this…this can't be true. Ock has to be lying" Scarlet said as he looked down at his hands. He then holds his head in his hands, "NO!"

Melania was losing in it too. She didn't wanna believe that everything that's happening right now was because of her father or that her father used her as a guinea pig. She also felt angry that her father had kept this from her and her mother, had lied to her and kept secrets from her.

"Scarlet, snap out of it!" Spider-Man said, "So you might be a synthoziod programed by madmen to do their evil bidding, I agree it's harsh, but can we process it all later? I need help now!"

Scarlet yelled as he brought his stingers out and tackled Goliath.

"Okay" Spider-Man said as Goliath hit Scarlet away, "Now that's what I'm talking about!" Scarlet lands into some computers.

"Scarlet!" Spider-Man says as he ducks an attack from Bone Spider, "You hug your mom with those spikes?" he webbed up Bone Spider's face.

Goliath was about to punch Spider-Man from behind, but Ock's tentacle grabbed him and pulled him away.

"Uh, thanks" Spider-Man says turning to Ock.

"We are now even…partner" Ock says with a smile.

"Ugh, that just sounds creepy" Spider-Man said turning to the audience.

Ghost Spider then appears above Ock and fazes right through him, short circuiting his suit and dropping Goliath at the same time. Bone Spider then gets the webs off his face as he webs over to Ock and knocks him forward. Ghost Spider then appears sitting on Ock's back while Bone Spider stands over him.

Scarlet then runs over, grabs Bone Spider and tosses him away. He then turns Ghost Spider around and socks him in the stomach.

"If you want my help Ock, admit it: you're lying! I'm not one of these things!" Scarlet says holding Ghost Spider by his chest.

"It is true, you are different, but you are one of them. All your memories? Implanted" Ock said.

"But I'm not like them!"

"Dr. Young mixed your Synth DNA with too much Spider-Man DNA. That's why you're so conflicted about your true mission, these things? Zola removed all humanity" Ock explained.

"So, they're just monsters!" Scarlet yelled as he tossed Ghost Spider away. Then Bone Spider tackled him to the ground.

"Nothing wrong with monsters" Bone Spider said when they landed. He then grabbed the top of Scarlet's mask and ripped it off, "Like that scar? Guess who gave it to you!"

Growling, Scarlet grabbed Bone Spider and tossed him away. He then got up, picked up Bone Spider and threw him away.

"Spidey! When I get near them, my animal side…takes over" Scarlet said, "Ock! You traitor!" he sees Ock making an escape.

"Scarlet, fight your anger" Spider-Man said standing next to him, "This is exactly the kind of trap Ock wants you to fall into"

Meanwhile, with Melania, the hurt and anger she was feeling over what her father had done was raging through her. It gave her symbiot enough power to resurface and take over one again.

The Spider-Slayers closed in on Scarlet and Spider-Man when suddenly, they hear a powerful roar. They all look to see that Melania has become Mayhem once again.

"Oh no!" Spider-Man said.

"Not again!" Scarlet said.

Mayhem's tendrils then rushed forward towards the slayers. One of the tendrils whacked Ghost Spider away while the other one picked up Bone Spider and the other pinned Goliath against the wall. The tendril that held Bone Spider threw him into the computers and the one that pinned Goliath grabbed him and tossed to the other side of the room. Ghost Spider appeared behind Mayhem, trying to sneak up on her, but Mayhem's head turned all the way around to face him, surprising him. Mayhem just swatted him away like a fly with her tendril.

She then turned her head back around to face Scarlet and Spider-Man, "I do not like that look her eye" Spider-Man said backing up slowly.

Two of Mayhem's tendrils rushed forward at them and wrapped themselves around Scarlet and Spidey and lifted them in the air.

"Why is she attacking us?" Spider-Man groaned out as the tendril began to squeeze them.

"She's angry" Scarlet answered, "she's angry about what she found out about her father"

"I get that, but does she have to take it out on us?" Spider-Man asked.

Mayhem let out a screech as she held her head in her hands, obviously confused on what she's doing.

"I'm gonna try to calm her down" Scarlet said.

"Well, whatever you do, Scarlet, do it fast before she crushes us" Spider-Man groaned.

"Mel, listen to me" Scarlet said as Mayhem looked up at him, "I understand how you feel, you're angry. You're angry at your father for lying to you, keeping secrets from you and for using his serum on you. I know it was wrong what he did, but he was just trying to protect you from the truth. Even though what he did was wrong Mel, it doesn't change the fact he was your father and that he loved you. He loved you and your mother, Mel. Remember? Remember the love your father had for you?"

Mayhem let out a low moan as her eyes softened. Memories of her father started to flash her mind. Her father was good man, he just made a lot of mistakes in his life. The only reason he never told her the truth was because he was only trying to protect her. He never meant to hurt her, he loved his daughter and his wife with all his heart.

The tendrils then lowered and released Scarlet and Spider-Man. The symbiot then began to retract and Melania was back to her human form. She stumbled forward a bit before Scarlet caught her.

"You okay?" he asked her.

"Yea, I'm fine" Melania answered, "I'm sorry Ben, I…I lost control and I…I-I'm sorry" Melania said as tears ran down her face.

"Shh…It's okay, Mel. It's okay" Ben reassured her while wiping a tear from her face.

She smiled up at him and he returned the smile. Suddenly, Ghost Spider appeared behind Melania. He grabbed her arm and disappeared with her.

"Mel!" Scarlet shouted as he tried to grab her, but they were already gone.

"Where'd he take her?" Spider-Man asked. They then noticed that the other slayers were gone, too.

Meanwhile, on the upper level, Ghost Spider had teleported himself and Melania to the level above the control room. Melania tried to get away, but Ghost Spider threw her against the wall, hard and pinned her against it. Soon, Goliath and Bone Spider appeared.

"What do you want?" Melania demanded.

"What is your connection to Scarlet Spider?" Ghost asked her.

"And how is it he can control you?" Bone Spider demanded.

"He doesn't control me; he just knows me enough on how to get through to me. Besides, why should tell you and why do you even care?" Melania shot back only for Bone Spider to press his claws close to her neck.

"Okay, fine. I'm his girlfriend" she said, they looked at her confused.

"What's a girlfriend?" Bone Spider asked.

"Geez, you guys need get out more often" Melania rolled her eyes, "I'll put it in lamince terms for you, I'm his mate. There, did you understand that?"

Melania then head-butted Ghost Spider and he released her just as he fell backwards. She then elbowed Bone Spider in the face and slide under Goliath between his legs and made her way back to the giant hole in the wall, which she knew led back to the control room.

She jumped down from the upper level and landed on the floor of the control room frog-style.

"Mel!" Ben called as ran towards her, "Are you okay?"

"I'm fine, but those Slayer things are right behind me" Melania said as she turned around in time to see Goliath and Bone Spider land back down and Ghost Spider appeared next to them.

"Mel, stay here" Spider-Man told her, "You'll be safer down here"

Spider-Man then webbed up to the beams while Bone Spider followed him and Scarlet dealt with Ghost and Goliath Spider.

"Stay here?" Melania questioned, "I can't just stay here and do nothing, there's gotta be something I can do"

 _Perhaps there is…_ Mayhem spoke to her in her mind.

"Like what?" Melania asked her, "you turning me into a monster again?"

 _Oh, and I thought we were close…_

"Get to the point already" Melania said getting impatience.

 _You want to help your friends…I want to fight others…Perhaps we can compromise_

"What do you mean?" Melania asked.

 _You allow me to come out and fight and I will give you control of your body and my powers so that you can help your friends…_

It sounded good, but Melania wasn't sure if this was just a trick Mayhem was playing to that she could just take control of her again. Then again, what choice just Melania have? She wants to help Scarlet and Spider-Man and she can't do that just by standing around. She couldn't just stand by and do nothing while her friends get their butts handed to them again.

"Fine" Melania said, "but if this is a trick, you're gonna end as a smoking pile of goo before this day is over"

W _hatever you say, Melania…_

Melania then felt the symbiot returning once again, but this time it felt different. This time she was bringing it out on demand and out of her own free will.

"Well, it was only a matter of when and not if Ock was going to abandon us" Spider-Man said as he faced Bone Spider, "Let's remember not to send him a thank you note" he said as he kicked Bone Spider away.

A little further away…

"Something…inside me is…holding me back" Scarlet said backing up with Goliath and Ghost Spider in front of him.

Goliath growled as he rushed toward Scarlet with his fist drawn, but Scarlet caught his fist and shoved him away.

"Let me check" Ghost Spider said standing beside Scarlet as then fazed right through him causing Scarlet to gasp and groan in pain as he held his chest, "Nope. Nothing inside you" he then kicked Scarlet away, "Maybe it's all in your head?"

Scarlet then landed on top of a computer as Goliath was coming up behind him. Spider-Man then kicked him away as he stood in front of Scarlet. The Spider Slayers were now surrounding them and they were outnumbered.

Suddenly, something or someone crashed through the ceiling and landed right in front of Spider-Man and Scarlet.

"Octavius Reborn!" Ock said with a pleased smile on his face.

"You're not the only one who got an upgrade, Ock" they heard Melania's voice call out. Suddenly, Melania jumped out from behind the computers, but she had the symbiot on and it looked different. It was Mayhem, but, she still looked different.

They look and see Melania with the Mayhem symbiot on, but she looked much different. Melania's suit was red and black, like Carnage, it had black swirls covering most of its body, black fingers, black feet and large white eye holes.

"Come and get some, boys" Melania motioned to the slayers to come forward. They looked at each other for a second before charging at her. Melania then released the four tendrils out from her back and aimed them towards the slayers, but they jumped out of the way in time.

When they landed, Bone Spider came at Melania first with his talons drawn. Melania's nails had sharpened themselves as well when Bone Spider charged towards her. He slashed at her, but Melania just side stepped every time. Getting frustrated, Bone Spider shot his spikes out towards her, but she lept into the air, did a summersault and then landed feet first on top of Bone Spider's head.

"Who's next?" Melania asked as she jumped off Bone Spider.

Ghost Spider came at her next. She knew fighting him was going to be tricky considering he can disappear and reappear at will. Ghost Spider was running towards her, then he disappeared. Melania looked around for him, but didn't see him, then she felt a shimmering, tingling sensation in the back of her head. She turned around and sucker punched Ghost Spider in the face.

Last, but not least Goliath Spider. He was the biggest and strongest of them all, but what Melania lacked in height, she made up in speed and quick thinking. Goliath charged at her and she ran towards him, but at the last second, she slides underneath him, between his legs. Then as he turned around to face her, her four tendrils spring out from her back and wrap themselves around Goliath and began to swing him around. The tendrils then tossed him away, face first into a wall and he fell back to the ground with a resonating thud.

Meanwhile, in the background, Spider-Man, Scarlet and Doc Ock were in awe and amazement at how Melania could handle and take down all three of the Spider Slayers when they couldn't.

"You know, if you don't wanna catch flies, you better close your mouths, boys" Melania laughed as she walked over to them.

"Whoa, Mel how…how did you…?" Scarlet began to ask.

"Well, let's just say that Mayhem and I had an agreement and now I am in complete control of myself and the symbiot" Melania said placing her hands on her hips.

"I am impressed, Melania" Ock said crossing his arms, "I guess your father made a wise choice giving you that serum"

"I'm not looking for your approval, Ock" Melania spat at him.

"Can your nanotech build us some cages?" Spider-Man asked, turning towards Ock.

"My nanotech can do _anything_!" Ock gloated. He then walked over to the other side of the control room, climbed the wall where the giant hole is and ripped off two pieces of wall from below him. His nanotech then turns the wall pieces into three large metal cages.

The slayers then surrounded the three spiders once again, "Okay, push them back!" Spider-Man ordered as they charged towards them.

Scarlet ran towards Goliath, who tried to slam him with his fist. Scarlet jumped up and flipped over him and landed behind Goliath as Spider-Man kicked him down for Scarlet to catch him and tossed him into the cage.

"One point Team Spider-Man" Spider-Man said as Ock closed the cage, "Zero points Spider-Slayers" Ghost Spider then appeared behind them, but before he could do anything, Melania's tendrils slammed him against a nearby wall, then picked him up by his feet and tossed into the cage, which Ock closed.

"Thanks, Mel" Spider-Man gave her a thumbs up.

"You're welcome" she said with a wave of her hand.

Then the last one was Bone Spider, who hissed as Scarlet stood in front of him. Spider-Man was gonna help, but Scarlet put his hand up, stopping him, "Bring it on, punk" he brought his stingers out.

Scarlet and Bone Spider ran at each other with blades slashing. Bone Spider lept up and attempted to kick Scarlet, but he grabbed Bone Spider's foot and tossed him into the cage, which Ock had closed. Bone Spider tried to reach out and slash them, but they were out of reach.

Ock then jumped off the wall and landed in front of Spider-Man, Scarlet and Melania who walked up to him.

"Not you can blame me, but maybe there's more to you than I realized, Ock" Spider-Man said putting his hands on his hips.

"Yes. Well, there is one more person I'd like to hear that from" Ock said as he walked over to a holo-computer.

Scarlet looked over to Melania, "So…you can control the symbiot now?"

"Pretty much, yea" Melania said looking down at her hands, "I didn't think I'd be able to, but I guess like MJ said, it's not easy and takes a lot of willpower"

"Well, I know you're strong enough to control it" Scarlet told her, "You're a lot tougher than you look, Mel"

Melania gave a light laugh as he cupped her cheek in his hand and smiled down at her. She placed her hand over his as she looks into his dark blue eyes.

Suddenly, Ock smashes the holo-screen and walks away from the spiders, confusing them, "Um, where you going there…partner?" Spider-Man asks.

"As a man of my word, I honored the deal we made, Spiders" he said as the floor opened revealing an escape pod and Ock stepped into it, "But our partnership has now ended. Find your own way out of this tomb" Ock said as he lowered himself into the pod and the spiders tried to stop him, but it was too late.

"H-Hey!" Spider-Man yelled, but the pod had already closed.

"Funny" Spider-Man said, "I've never been so disappointed to see Ock leave before"

"You, arrogant fool, Octavius" Zola's voice echoed out, suddenly, the room starts to glow red as the island is coming back to life, "How you say? 'You should've let the sleeping dog lie'" Zola's face began to appear on the computer screens as Melania clutched onto Scarlets arm, "You've given me precisely what I needed. Hail HYDRA!"

Suddenly, the island began to shake as it was rising up and you could see more of the ocean now, "I don't like this very much" Melania said with worry in her voice.

"Spider-Man is lose, my minions" Zola said as mechanical tentacles came out from the ceiling and broke open the Spider-Slayers cages, "Destroy him!"

The Spider-Slayers then approached the others as they readied themselves for battle, "I don't like that very much, either" Melania said.

"Did I call this?" Spider-Man asked, "I totally called this"

Zola laughed evilly as the island continued to rise, "Rise! Rise, HYDRA Island!"

Scarlet, Spider-Man and Melania backed up as the Spider-Slayers closed in on them, "So…anybody got any bright ideas here?" Melania asked.

"Just one" Spider-Man said, "Run!" they then ran in the other direction when the tentacles came out of the celling and grabbed them as they lifted the spider's off the ground.

"By reassessing the Island's nanotech" Zola began, "that imbecile Octavius has once again given me complete control. My vengeance is at hand!"

Scarlet was able to break free from the tentacles and he swung over to Spider-Man on one of them and tried to get him free. Melania gripped the tentacles tightly as she yanked on them and pulled them right out of the ceiling. She then landed back on the floor while Scarlet was trying to get Spider-Man free.

Then, Ghost Spider knocks Scarlet away by kicking him down to the floor. Then the tentacles brought Spider-Man over to the front of the room where the Slayers stood below him, "Um… can we talk about this?"

"We have one chance" Scarlet said getting up and holding his side as the slayers turned to look at him, "Ock said I was supposed to lead these things" he then brought his stingers out, "Maybe it's time I do just that"

"What?" Melania questioned, "Ben, no!"

Ghost and Goliath approached him, but Bone Spider signaled them to stand back. He then approached Scarlet with his talons drawn and they both took a fighting stance.

"Scarlet, you're not one of them" Spider-Man said, "Stay away from your evil side!"

Bone Spider hissed at Scarlet, "It's who I was designed to be!" Scarlet said as he charged at Bone Spider, who side stepped away. Scarlet dodged Bone Spider's talons and he lept up as Bone Spider's spikes rushed at him. Scarlet then lept at him from behind, but Bone Spider saw him and tried to slash him, but Scarlet kicked him away and he hit a panel.

Scarlet then ran towards Bone Spider, who got up and rushed towards as well. Scarlet tried to slash him with his stingers, but Bone Spider lept up and grabbed Scarlet's arm and tossed him into a computer and he fell to the floor.

"Oh, come on, Ben" Spider-Man said to himself as he watched the battle unfold.

Melania was off to the side watching the battle as well. She had a worried expression on her face as she watched. She knew Scarlet was an excellent fighter and he could hold his own in a battle, but these slayers were much more dangerous and she hoped Scarlet knew what he was doing here.

Scarlet then sat up as Bone Spider approached him with his talons drawn. He tried to stab Scarlet, but Scarlet moved out of the way, grabbed Bone Spider's wrist and rammed his nails into the computer. Bone Spider removed his nails and tried to slice Scarlet again, but Scarlet held onto his wrist and tossed him away onto the floor. He then walked over to Bone Spider, grabbed his leg, lifted him up and tossed him face first into a panel.

Scarlet was breathing heavily, "I'm not afraid of you, slayers"

"You have no fear" Bone Spider said as he got on his hands and knees and his spikes retracted and faced Scarlet, "Alpha acknowledged" he bowed his head in respect, "and Alpha's mate acknowledged" he referred to Melania who was off to the side, having a confused look under her mask.

Bone Spider stood up as Goliath and Ghost Spider came over and bowed their heads respectively to Scarlet, who had a shocked look on his face.

"Yes" Melania says happily, clapping her hands together, knowing that Scarlet won.

"Scarlet, you did it!" Spider-Man says happily, but when Scarlet doesn't respond and places a hand on Bone Spider's shoulder, he started to get nervous, "U-UH, Ben?" Scarlet looked back at him with an evil glare.

"Oh, no" Melania gasped, "Please no"

Zola laughed, "You've lost Scarlet Spider this time, Spider-Man" the Slayers then approach to where Spider-Man hangs from, "He has finally given in to his true nature and he will be your doom!"

The slayers surrounded Spider-Man and readied themselves. Bone Spider brought his spikes out, Goliath punched his fist in his hand and Ghost Spider took a stance.

"No. Ben, please don't do this!" Melania shouted at him, but he didn't even look at her, "Ben! Ben look at me!" she shouted at him. He finally turned around and looked at her with a crazed look on his face and in his eyes.

"Listen to me, Ben" Melania began, "I know that this isn't you, it's the dark part of you that you were always afraid of facing. You're not evil, Ben. You're not a monster. You're a good person who has the gentlest heart of any man I've ever met. When I was Mayhem and I lost control, you never gave up on me; you knew that I was still in there and that there was a chance of me beating my darkness. Now, I'm not gonna give up on you, I know that the Ben that I know and love is in there and I know that there's a chance that he can beat his darkness, too. I know he can, because there is nothing he can't do" Melania said with tears filling her eyes.

Scarlet had a conflicted look on his face as he was about to answer her, but then multiple somethings (someone's) had crashed through the ceiling and landed right between the Spider-Slayers and Spider-Man. It was Spider-Woman and the rest of the Web Warriors.

"Oh, look at this" Venom starts, "Not only is Scarlet Spider alive, he's still a bad guy. Who called it?" when no one said anything, "I did" he then noticed Melania in the background, "Oh, who is the babe?"

Melania looked like he was crazy, "Are you serious right now?" she asked with a hand on her hip.

With a growl, Scarlet ran at them with the Spider-Slayers right there with him. Goliath went first, attacking Venom and Miles. They tried to web him up, he snapped the webbing like it was nothing. Bone Spider and Spider-Woman faced off, but she just punched him away. Ghost Spider and Iron Spider were going at, Cho kept throwing punches at him, but his fists went right through him. He then blocked some of Ghost's punches before Ghost punched him away, too.

"This isn't you, Ben" Spider-Man said as Scarlet approached him, "Human or not, you're your own person. You don't have to be who Ock and Zola say you are"

"He's right, Ben" Melania said as she appeared behind him, "My father always used to tell me that we are who we chose to be, not what others want us to be."

Scarlet had a conflicted look on his face as Zola's voice boomed at him, "Destroy him! It is what you were designed for!"

Scarlet clenches his fists before he turns around and shoots a web at the computer, shutting Zola off.

"Scarlet?" Spider-Man questioned, "Uh…Ben?"

"I'm back" Scarlet said with a smile as he looked back at Spider-Man, "Slayers, stop" he ordered as he removed the tentacles that held Spider-Man off him.

"You've got control of the Spider-Slayers?" Spider-Man asks as Goliath puts Venom and Miles down, "Color me impressed" Bone Spider then stopped his attack on Spider-Woman, "You and Mel helped me do it" Scarlet said as Cho had Ghost Spider pinned to the floor, "I had to face my own darkness so that I could overcome it and lead them. I couldn't have done without yours and Mel's faith in me"

Melania then hugged him tightly with a slight giggle, she looked up at him and looked in his eyes. She knew it was Ben. Her Ben. He was back with her, "I never doubted you" she said to him.

"Well, that makes one of us" Scarlet said with a smile and Melania giggled.

Soon the Web Warriors and the Spider-Slayers all gathered where Spider-Man, Scarlet and Melania were.

Zola's face then reappeared on the computer, angrier than ever. Suddenly, the tentacles came out from the ceiling and shot towards all the spiders, who jumped of their way.

"So, this was your plan all along?" Spider-Man asked as he and Scarlet were punching away the tentacles.

"Why? You didn't trust me?" Scarlet asked.

"Uh…of course I did" Spider-Man said nervously.

Venom was being chased by a tentacle and led it towards the computer, so when it went to strike him it hit the computer instead. Miles was swinging backwards, webbing the tentacle, trying to keep it at bay. Melania was dodging several tentacles by doing flips and backflips so fast that the tentacles couldn't keep up with her.

Spider-Man was shooting his webs at the computer screens, "Zola's a digital life form" Spider-Man said, "Smash the computers so he can't escape the Island!"

Spider-Man ripped out the main computer panel and the screens were starting to get static, "No, no, don't do this" Zola pleaded, "we have a common enemy; we could work together to overtake Octavius"

Spider-Man walked in front of the computer, "Sorry, Zola, but I think we've binged watched enough of you. Fail HYDRA!" he shot his Taser webs into the main computer.

"NO!" Zola shouted as everything began to short circuit and the tentacles were flailing around in a wild motion. Then, silence.

"Nicely done, Spidey" Spider-Woman said walking over to him along with Miles.

"That was awesome!" Miles said pumping his fist in the air.

"Yeah!" Spider-Man agreed.

"Um, guys?" Melania said with worry in her voice.

They then heard a sizzling sound and they all looked to see the Spider-Slayers beginning to melt.

"What's happening to the synthoziods?" Spider-Man asked as Bone Spider fell to his knees along with the others as Scarlet knelt next to him and Melania knelt next to Ghost spider.

"Stasis…pods" Bone Spider wheezed while pointing in a certain direction.

Suddenly, three large green pods rise out from the floor.

"Come on!" Scarlet said draping Bone Spider's arm over his shoulder and helping him walk, "Help them" Melania helped Ghost Spider stand up while Spider-Man, Mile and Spider-Woman helped Goliath.

They soon got the slayers into the pods, "Is your new fan club gonna be okay?" Spider-Man asked.

"I…I think they just need to recharge" Scarlet answered as Miles walked over to him.

"Hey, welcome back" Miles said holding his hand out to Scarlet. At first Scarlet, did and said nothing, then he rose his hand up and smiled while grabbing Miles' hand.

"Thanks for bringing the back-up, MJ" Spider-Man said hugging her, "Uh, Spider-Woman"

"There might be something to this superhero kick after all" Spider-Woman said happily, she then turned to see Melania, "So, I see you've gotten a handle on your symbiot now, huh Mel?"

"Sure did" Melania said happily putting her hands on her hips.

"I'm sorry" Cho said as he walked over to her, "I don't think we've been properly introduced. Who are you exactly?"

Melania was about to answer when suddenly, there was a crash and pieces of the ceiling began to crumble.

"Um, what's that?" Venom asked.

"Without Zola's subroutine to keep the systems going, the island is falling apart" Cho answered.

"Then, time to make our exit" Spider-Man said.

The team made their getaway from the island on the Spider-Jet and were now flying away from the crashing island.

"Seriously, guys" Miles said, "That was awesome"

In the back part of the Spider-Jet, the stasis pods for the Spider-Slayers stood and Spider-Woman was checking their vital signs, everything was good, "Scarlet and The Spider-Slayers" she said as she walked out of the room, "Sounds like a band my mom would've liked in the eighties"

Melania laughed lightly at that she sat on Scarlet's lap, who looked up at her with a slight glare and she stopped laughing.

"Thanks to Scarlet they really saved the day" Spider-Man said as Spider-Woman walked over to him.

"Looked to me, like he caused all the problems in the first place" Venom spat.

Melania narrowed her eyes at that comment and her symbiot squealed slightly and Scarlet heard it. He just brought her closer as a way of telling her it's okay and she relaxed.

"His past doesn't matter" Spider-Man defended, "Now the future is up to him, especially since now he's in control"

 _"No! I Zola am in control!"_ Zola's voice came out of nowhere and everyone's eyes widened as they looked to see where it was coming from.

 _"I have downloaded myself to a piece of your technology"_ Zola declared.

"Zola! But where?" Cho asked looking around.

Zola laughed, _"Vengeance is mine!"_

Spider-Man then looked down and his eyes widened bigger when he saw Zola was in his communicator, "Uh, guys?"

 _"I am unstoppable—ah!"_ Spider-Man tossed his communicator out of the jet.

"It hasn't been easy Web Warriors, but it looks like we finally brought HYDRA down once and for all" Spider-Man declared.

As they were flying, Scarlet noticed that Melania had gotten extremely quiet, which I unusual for her.

"Mel, you okay?" Scarlet asked.

She looked over at him and sighed, "Yea, I'm…just still trying to wrap my mind around the truth about my father. The fact that he worked for HYDRA, he worked with Ock, he used me as a guinea pig for his serum and the fact that he never told me any of it"

"He probably didn't tell you, because he just wanted to protect you" Scarlet said.

"I know, but I just can't believe how many secrets he had and about the other life he was leading…I guess I really didn't know who my father was" Melania hung her head sadly.

"You knew who he was to you" Scarlet said.

She looked at him with a small smile on her face as they pressed their foreheads together. Despite all this, the love Ben and Melania have for each other is still strong and nothing will ever change that.

 **Whoo! Finally done!**


	14. Spider Slayers Part Three

**Disclaimer: I do not own Ultimate Spider-Man or any of it's characters. I only own Melania and Comanche.**

 **Author's note: I wanna give you all a heads up, there is going to be some big changes in the chapter for the episode, just saying.**

 **Sorry I haven't updated lately, I've been feeling kinda sick for a while, but since I'm doing better, I decided to update today.**

 **Also, there will be some Italian speaking in here, but don't worry there will be translations. I don't wanna anybody to freak out and go (Gabriel Iglesias voice): "Oh, my God! She's speaking Italian!"**

 **Enjoy! :)**

* * *

The Spider-jet was flying across the bay in the air as it headed back to the Triskelion while some of its occupants were bickering and complaining.

"Quite shoving!"

"Give me space!"

"Come on!"

"Hey! Settle down back there, don't make me turn this Spider-Jet around" Spider-Man said as he and Cho piloted the craft.

"I've been on the team the longest" Venom said as he, Miles, Goliath, Ghost and Spider-Woman were all crowded in the back while Bone Spider and Scarlet sat near the middle, along with Melania who was sitting on Scarlet's lap, "Next time, I get shotgun"

"Then next time remember to call it" Cho shot back at him.

"It wouldn't be a road without some back-seat bickering" Spider-Man said to the audience, "Especially since we just picked up some unexpected guests. Scarlet Spider's back and he brought the spider-Slayers: Bone Spider, Goliath Spider and Ghost Spider. A group of synthoziods created by Doc Ock and HYDRA to take me down, but Scarlet's got control of them now. I hope. Then there's Melania Young, Scarlet's girlfriend, who's also the daughter of one of the scientists who helped create the Spider-Slayers and is in control of a new kind of symbiot: The Mayhem Symbiot. It went crazy back on HYDRA Island, but now she's got control of it…I hope"

The Spider-Jet jerked a little, due to turbulence causing Goliath to go into Spider-Woman, "Ow! Seriously big guy, budge up!" Spider-Woman snapped at him.

Goliath growled and formed his armor and pushed against her again, this time on purpose, "Classy" she retorted.

"Bro, tell your guys to back off" Venom said to Bone Spider.

"Too crowded? I know how to get rid of some dead weight" Bone said getting up and bringing his spikes out.

"Bone Spider, calm down" Melania said as she stood up and placed a hand on his shoulder and he looked at her, "It's okay, it's nothing to get upset over"

"Sorry" Bone Spider said to her as his spikes retracted and he hung his head. Melania smiled behind her mask as she placed her hand under his chin and lifted his head and patted his cheek.

"It's okay, buddy" she smiled at him before she sat back down on Scarlet's lap.

"Besides, we don't like being crammed in" Miles added in.

"Apologies" Ghost Spider said putting his hands up, "I will make room" he then made his entire body become transparent.

Miles stretched his arm out, "Ugh, creepy. Not sure if this is better"

"I think it's cool" Melania said turning back to them.

"Yea, you would toots" Venom said crossing his arms.

"Okay, first thing: don't call me that and second, I have a name, you know" Melania stated.

"Yea, we just don't care what it is" Venom retorted.

Melania was about to say something, but Spider-Man stepped in, "That's enough, Flash. Her name is Melania and she's a friend"

"Hmph, looks to me like she's more than a friend to Scarlet" Venom added.

"Wouldn't you love to know?" Melania said raising her eye brows.

Venom crossed her arms and looked away muttering angrily.

"Is he always like this?" Melania asked Scarlet.

"No, usually he's worse" Scarlet answered.

"Oh, lucky me" Melania said crossing her arms.

"We're coming in for a landing" Spider-Man announced as the craft landed in the landing bay of the Triskelion.

"Ben" Melania said putting a hand on his shoulder, "I'll catch up with you guys in a minute"

"Why's that?" Spider-Man asked.

"Yea why _is_ that?" Venom asked suspiciously.

Melania rolled her eyes, "I need to call my mother. I always call her every night"

"You want us to go ahead without you?" Scarlet asked.

"Yea, I'll catch up with you in a minute" Melania said with a wave of her hand.

"Okay" Scarlet said as he and the others exited the Spider-Jet while Melania went to the back of the craft where she left her backpack and pulled out her phone.

Her suit retracted from her face as she dialed her mother's cell phone number. It rang three times before she finally answered.

 _"Buon giorno mia figlia!" (Good Morning my daughter!)_ Her mother answered over the phone.

"Buona notte, mamma" Melania replied in her Italian accent, "Dove sei che lo rende mattina?" (Good night, mama. Where are you that makes it morning?)

 _"Al largo della costa dell'Australia" (Off the coast of Australia)_ her mother answered.

"Wow. Deve essere bello laggiu in questo momento" (Wow. Must be beautiful down there right now) Melania said to her.

 _"Si, lo e', ma non e bella come te, Tesoro" (Yes, but not as beautiful as you sweetheart)_ her mother replied.

"Mama" Melania laughed lightly.

 _"Che cosa? Dimmi, Tesoro, c'e qualcosa di nuovo che dovrei sapere?" (What? Tell me, sweetheart, is there anything new I should know about?"_ her mother asked.

"Beh, io ho un fidanzato ora, mamma" (Well, I do have a boyfriend now, mama) Melania answred while playing with her hair.

 _"Oh, Bravo! Bravo, Tesoro! Sono feliceper te. Parlami di lui. E' carino?"_ (Oh, Bravo! Bravo, sweetheart! I'm happy for you. Tell me about him. Is he cute?)

Melania giggled, "Si, mama, si. E' 'molto carino. E 'un po' un cattivo ragazzo, ma e anche un po 'di un gentiluomo" (Yes, mama, yes. He's very cute. He's a bit of a bad boy, but he's also a bit of gentleman).

 _"Il meglio di entrambi i mondi, eh?"_ (The best of both worlds, eh?) her mother asked, _"Finche si tratta con rispetto e tu lo ami, allora io apprpvo"_ (As long as he treats you with respect and you love him, then I approve)

"Grazi, mama" Melania said, but then she looked up when she heard the sounds of a fight outside and got a worried look on her face, "Mama, devo andare. Ti chiamero domani" (Mama, I have to go. I will call you tomorrow)

 _"Ok, Tesoro. Ti amo. Ciao"_ (Okay, sweetheart. I love you. Bye) Her mother replied.

"Ti amo, anche la mama. Ciao" (I love you, too mama. Bye) Melania then hung up her phone and put it away as her suit cover her face once again.

She then jumped out of her seat and ran down the platform of the Spider-Jet and saw the beginning of an all-out battle royal between the Academy Students, The Spider-Slayers and the Web Warriors.

Melania ran off the platform and right towards Spider-Man who was trying to keep Nova and Scarlet from attacking each other.

"What is going on here?" Melania demanded.

"None of your concern, girly" Nova spat, "Now beat it"

Melania's eyes narrowed, "If you insist"

The next thing that happened, Nova yelled as he was thrown across the landing bay and through the fight that was raging. He skidded across the ground as the fight broke up and looked to see what just happened.

They saw Melania in a stance with her four tendrils out, "Anybody else wanna take me on?" Melania asked putting her hands on her hips.

She was answered with heads shaking 'no', "Didn't think so" her tendrils then retracted as the Slayers, students and web warriors came over to where Spider-Man, Scarlet and Melania were.

"Bottom line, those Spider-Slayer things give me the creeps" Venom said, "How do we know we can even trust Scarlet?"

"Because I trust him, Flash" Spider-Man said putting a hand on Scarlet's shoulder.

"Well, I hate to say it, Spider-Bro, but this time, I'm not sure that's enough" Venom said as he, Nova, Power-Man and Iron Fist walked away.

"Then what would be enough, huh?" Melania called after him.

"You zip it, toots" Venom said turning to face her, "I don't need your input"

"Oh, you need something alright" Melania said crossing her arms, "But it ain't no input. More like a muzzle"

Venom growled as he walked off with the others back to the Triskelion.

"I do not like that guy" Melania muttered as she glared at him.

"Get in line" Scarlet said as he stood beside her.

Eventually, they all entered the Triskelion. When they arrived to Doctor Connors lab, he was very egar to examine the Spider-Slayers and Melania's symbiot. Her symbiot was much different than any other one they've encountered, so naturally Doctor Connors would like to study it.

Right now, Connors had a device hooked up to Ghost Spider, "This device pulls out energy from the synthoziods and analyzes before transmitting it back to them" Doctor Connors explained, "The output capacity of the Spider-Slayers astonishing"

"Thanks" Ghost said placing a hand on his shoulder, "No one's ever said that to me before"

"I'm guessing that's the first time he's ever gotten a compliment" Melania whispered to Spider-Man.

"Okay, Slayers" Scarlet said, "Time to pod"

The slayers did as they were told and headed to their stasis pods while Miles closed the pods.

"We were fortunate to salvage these stasis pods from the wreckage of HYDRA Island" Connors explained while Spider-Man stood next to him and Melania stood next to Scarlet, while also holding his hand.

"So, how come there are four pods?" Spider-Man asked.

"Well" Connors began putting a hand on his chin, "Since Scarlet Spider is part Synthoziod I naturally assumed…"

"That he should be locked up?" Power-Man asked while he, Nova, Venom, Iron Fist and Iron Spider stood at the entrance.

"Like the traitor, he is?" Nova asked angrily.

Melania growled as her eyes flashed red for a second when she heard that. Knowing that Melania was getting hostile, Scarlet held her hand tighter, trying to relax her.

"Or perhaps we should err on the side of caution" Iron Spider spoke up.

"Oh, come on, you too, Cho?" Spider-Man asked.

"I'm a scientist" Cho stated, "Trust is one thing, proof is another, especially inside a closed environment"

"How's this for proof: He saved Manhattan! And I'm not gonna lock him up" Spider-Man stated.

"And anyone who even thinks about locking him up or so much as lays a finger on him will answer to me" Melania threatened as her tendrils sprung out.

"Eyes…mine…on you is what this thing I'm doing with my fingers…means" Venom said motioning his hand towards Scarlet.

"What is your problem?" Melania asked, stepping in, "he saved the city. He was willing make the ultimate sacrifice to do it, doesn't that mean anything to any of you?" Melania asked and when none of them answered, she took that as a 'no'.

"Unbelievable" she threw her hands up in disgust, "you guys are supposed to be heroes and you won't even give someone a second chance who rightly deserves it?" she asked getting angry.

"Why are you even defending him?" Venom asked, "after everything he's done?"

"Because, you pig-head jock" Melania said as she approached him, "I was taught to not judge others based on their past, because they're past is not who they are today and if that don't convince you, I'll give you three other reasons why I'm defending him" Melania held her fist up and extended her first finger, "One: Because he's part of my family now. Two:" she held up her second finger, "I trust him and three: I love him"

She glared up at Venom, "And considering he's part of my family, I will stop at nothing to protect my family. No matter what the cost or the consequences"

"Figures you defend him since you act like his little lap-dog, toots" Venom said to her.

Melania growled as her eyes flashed red again, "I TOLD YOU TO NEVER CALL ME THAT!" her tendrils flailed around angrily as her fists clenched tightly.

Before things got out of hand, Spider-Man stepped between Venom and Melania, "It's been a long day; tensions are running high. Everyone will feel better after a good night sleep"

They all retired to the bunks. Melania was told that she could sleep with the other girls at the academy but she insisted that she wanted to stay with Ben, since she didn't trust certain people, namely Venom.

A few hours later, everyone was awoken by an alarm blaring.

Everyone ran out the bunks and stood in the hall, "Can't we ever get a good night sleep in this place?" Spidey asked.

Melania placed her hands over her ears, "Man, this is worse than my alarm clock"

Spider-Man then checked his communicator, "Security breach; the whole buildings going on lock down"

"Looks like the breach started in Doc Connors lab" Miles said as they ran down the hall and met up with MJ and Squirrel Girl.

"Any idea what triggered it?" MJ asked as they headed for the lab.

"Sam probably left the popcorn in the microwave too long again" Spidey joked as they opened the lab doors and found, Cho, Luke, Danny and Sam all out cold.

"Defiantly not microwave popcorn" Miles said as they ran into the lab, "who could've done this?"

"Three guesses" Venom said as he turned towards Scarlet "and the first two don't count"

Scarlet then pushed him back as Spidey held Venom back, "What is your damage?"

"Scarlet couldn't have done this flash, he was asleep in the bunks just like you and me" Spidey stated, but Venom ignored him.

"So, everyone who dissed you before just happened to get taken down?"

"Not everyone" Scarlet said as he brought his stingers out, "I had nothing to do with this"

"Then what your attack spiders?" Flash asked, "the ones only _you_ can control?"

"The slayers are still in their pods" Spidey interjected, "which lock from the outside"

"Well, what about Mel? Your little lap dog? Who said earlier nothing would stop her from protecting you" Venom tried again.

Melania growled as he was about to say something, but Spider-Man spoke up first, "Mel couldn't have done this either, she was asleep, too"

That seemed to shut Venom up…for the moment anyway.

"Which means someone else took down out friends" MJ stated, "and because of the lockdown, it must mean they're still in the building"

The Web Warriors were in the sick bay with Doc Connors and the other heroes who were taken down and Connors was examining them.

"They're not just unconscious" Connors said looking at a tablet, "they're in some kind of coma"

"What'd you do to them traitor?" Venom accused, pointing his finger at Scarlet.

"Instead of literally pointing fingers, why don't we find some proof?" MJ suggested, "whatever happened would've been caught on security cameras"

"See, someone's thinking like not a crazy person" Spidey chimed in, "to the security office!"

When the arrived there, they found the screens blacked out and the computers smashed up.

"Oh, come on!" Spidey exasperated, "It'll take days to get the security system back online"

The web warriors, Melania and Squirrel Girl approached the computers.

"All smashed up" Venom stated putting his hands on his hips, "well isn't that convenient?"

MJ traced her finger against a slash mark on the computer, "Not smashed, slashed. By something razor sharp"

"Like someone's stingers or Tendrils?" Venom asked.

Melania growled in annoyance at him as her fists clenched tightly.

"Let's not jump to conclusions" Spider-Man said, "Squirrel Girl?"

She swished her tail and three squirrels jumped out from it and ran over to the slashed-up computers. They sniffed them and the air for a few seconds before two of them jumped off, ran over to Scarlet and climbed on him.

"I don't jump, I scamper" Squirrel girl stated, "no mistaking it, monkey joe and tippy toe are picking up a scent"

"Huh? What is this?" Ben asked as the little creatures climbed over and jumped off him as one of them ripped open a bag of trail mix, "Hey! I was saving that Trial Mix for later"

Venom then took the bag from the rodent, "Pretty clever, covering your tracks for the bushy tails"

Melania slapped the bag out of his hand, causing the contains to spill out onto the floor, "Not it off already" Melania snapped crossing her arms over her chest.

"Mel's right, will you give it a rest, Flash?" Spidey said, annoyed, "No one else believes Scarlet did this"

Spider-Woman then placed a hand on her chin, "Well…"

"Seriously MJ?" Spider-Man asked with annoyance.

"All I'm saying is that he's still the most likely suspect" Spider-Woman stated.

"Then why take chances?" Venom asked, "I say we lock him up with the rest of his family"

"Over my dead body!" Melania said stomping her foot.

"None of you are gonna put me in stasis" Ben spoke up, "Because I'm gonna do it myself"

"Ben…" Melania said, not believing what he just said.

"I'm sorry, Mel, but we don't have any other options at this point" Ben told her.

They returned to the lab and Scarlet was standing in his stasis pod with Spider-Man and the other's standing in front of it.

"You don't have to do this, Ben" Spider-Man said, trying to talk him out of it.

"It's the only way to prove I'm innocent" Ben stated, "and to win back their trust" he placed a hand on his chest.

Melania grabbed onto his free hand, "I hope you know what you're doing"

"Don't I always?" Ben asked with a smile behind his mask, as he gave her hand a reassuring squeeze.

She smiled sadly behind her mask, as Spidey looked down sadly and pushed the button to close the pod as she let go of his hand and the pod closed.

"We all know these pods lock from the outside" Spidey said turning to the others, "so now it's up to us to find the real culprit"

"Yea, _Venom_ " Melania said with a glare at the black clad warrior, who returned the glare.

"Miles, you and Mel check the Generator room" Spidey instructed, "Venom and Squirrel Girl, sweep the east side of the building and me and MJ will take the west"

As Miles and Melania looked around the Generator room, "Do you really think Ben's doing all this, Kid?"

"To be honest, Mel…I'm not sure, I mean all the evidence does point to him, so I don't know" Miles said rubbing the back of his neck.

"Well, I have my suspicions about that Venom guy" Melania said walking around.

"Venom? Why do you think he would do this?" Miles asked.

"Think about it: everyone who did dis Ben earlier was taken out except for Venom and why is he always so quick to blame Ben for everything and so quick to lock him up?" Melania asked as she turned around, having her back to Miles as she continued, but was completely unaware of the fact that _something_ had grabbed Miles from above,

"And from what I was told about Venom from Scarlet, his symbiot can make similar slash marks like the ones we saw on the computers like my symbiot, I'm getting a bad vibe from that guy, too" Melania said crossing her arms.

"Kid?" She asked as she turned around, but didn't see him, "Kid, where are you?" Melania started getting nervous as she pulled out her Ice Blades.

Suddenly, she heard a loud thud behind her, she turns around fast and her eyes widen in horror when she sees Miles unconscious on the floor.

"What the…" She began as she knelt next to Miles, then something drops from the ceiling behind her and triggers her Spider-Sense. She turns around and her eyes widened at what she sees in front of her.

The figure slams their fist down towards her, but she grabbed Miles and jumped out of the way. She placed Miles on the other side of the room where he would be safe. Melania then turns around fast just in time to avoid a swift punch from the intruder. She lept over the figure and landed on the other side of him, frog style.

"Okay, buddy boy" Melania said as she stood up, "Let's do this" she got into a stance and suddenly, she feels come out of the top of her wrists. She looks down at her hands and see two long black stingers at the top of her wrists.

"Cool" Melania muttered as the figure charged at her. It shot a tentacle towards her, but she jumped out of the way and landed on the generator.

"Nice moves, pal" Melania said as the tentacle went to slash her, but she jumped out the way and ended up slashing the generator, "For someone's one-legged grandmother" Melania taunted.

She landed onto a control panel just as the attacker slammed its fist down to her, but she grabbed it and tossed the figure into another control panel, smashing it.

"Hope they got insurance" Melania asked herself.

Suddenly, the figure wraps its sharp tentacle around Melania and lifts her up in the air.

As Melania is struggling to break the grip of the tentacle, she suddenly feels a surge go through her as her and felt her energy depleting. In an effort to save its host, the symbiot's tendril springs up and grabs a railing from above and pulls it's host up and away from the assailant.

Melania is ripped from the grasp of the tentacle and lands on the platform above with a thud. Melania lays still for a few minutes before she begins to rise. She feels weak and drained of her energy as she gets up on her knees. As soon as she stands on her wobbly legs the figure jumps up onto the platform in front of her.

Melania hears the doors open and voices. Looking at her attacker, she decides to lead it away from the others as she run down the platform. Sure enough, the figure is following close behind her. She then jumps onto the wall and climbs up it as she heads towards an air vent. She looked behind her and was surprised to see that her attacker was gone. She opened the air vent as she crawled through it, trying to find a way out the vents.

She was now above the lab that held Scarlet and the Spider-Slayers in their stasis pods. But they weren't the only ones in there. A large shadow appeared in front of Scarlet's pod. It was the same person who attacker Melania and Miles in the generator room.

"What are you up to?" Melania asked herself as she eyed the figure carefully.

The figure then hit the release button on the control panel for Scarlet's pod, releasing him.

"What?" Melania asked in confusion.

Slightly dazed from being in the pod and from being awoken from it so soon, Scarlet placed a hand on his head and groaned, feeling dizzy. He then noticed a blurry figure in front of him, before he could react, a sharp tentacle was wrapped around him and lifted him away from the pod.

"Ben!" Melania gasped.

Scarlet was groaning in pain as he felt his energy being drained. Then, Melania jumped out of the vents and landed right on top of the figure. It then dropped Scarlet to ground on impact.

"Ben" Melania said as she walked over to him, "Are you okay?" she asked kneeling next to him as he rubbed his head.

"Yea, never better" Scarlet said sarcastically.

"What is that thing?" Melania asked as she helped Scarlet stand up.

"Kanie. A synthoziod with Spider-Man's powers and programmed to drain life energy from people" Scarlet explained.

"Well, that was a mouth-full" Melania said placing her hands on her hips.

Kanie then began to come to as he stood up and towered over the two.

"Come on, we gotta go" Scarlet said taking Melania's hand and webbed up towards the air vent and climbed in them.

"Where are, we going?" Melania asked as they crawled through the vents.

"We gotta find the energy transmitter that Connors had earlier, it might help us against Kanie" Scarlet explained.

"Isn't back in the lab that we just were?" Melania asked.

Scarlet stopped and groaned as he turned around, "Okay, let's go back" they headed back above the lab and looked down the vent for any sign of Kanie.

"I don't see him" Melania said as she looked back up at Scarlet.

"Okay, you stay here and I'll go get the transmitter" Scarlet said as he got ready to jump down, but Melania placed a hand on his shoulder.

"Be careful, please" she said to him.

"Come on, it's me remember?" Scarlet kidded.

"I know, that's why I said be careful" Melania said with worry in her voice.

"I'll be fine, babe" Scarlet reassured her as he jumped down into the lab and looked around to make sure the coast was clear. He then walked around looking for the transmitter while Melania stayed above him in the air vent keeping a look out.

Scarlet then saw the transmitter on the table and went to pick it up. As Melania was looking down, she saw a large shadow come out from behind Scarlet.

"Ben, behind you!" she shouted just as Scarlet's spider-sense went off.

He turned around fast, but Kanie picked him up in his hand as Scarlet dropped the transmitter on the floor.

"Need…to…feed!" Kanie exclaimed as he began to drain Scarlet of his energy.

Melania jumped down from the vent and ran towards Kanie, but he turned his head and saw her coming. With his free hand, Kanie grabbed her and lifted her up as he began to drain her, too.

Melania brought out one of her stingers and stabbed Kanie in the hand that held her. He yelled in pain as he dropped her, she landed right on her feet as one of her tendrils sprung out and knocked Kanie down as he dropped Scarlet.

Scarlet fell to the ground, unconscious as Melania ran over to him, "Ben?" Melania asked as she knelt next to him and placed a hand on his shoulder and shook him gently. When he didn't respond, Melania grabbed the transmitter and draped one of Scarlet's arms over her shoulders and webbed out of the lab before Kanie could get to them.

Melania got them as far away as possible from the lab entered a hall closet as she placed Scarlet gently on the floor.

"Ben?" she placed a hand on the side of his face, "Ben, can you hear me?"

Scarlet groaned slightly as he opened his eyes and saw a blurry vision of Melania kneeling over him, "Mel?" he asked, slightly dazed.

"Yea, it's me" Melania said, "How are you feeling?"

"I don't feel so hot" Scarlet answered as he placed a hand on his head.

"Do you feel okay enough to walk?" Melania asked.

"Yea, I think so" Scarlet said as he stood up on wobbly legs. Melania stayed close by him just in case.

"Come on" Scarlet said as he headed for the door.

"Where are we going?" Melania asked following him out the door.

"We gotta find Kanie before he finds the others" Scarlet explained.

"I got a question, Ben" Melania began as they walked down the hall, "How is this transmitter gonna help us against Kanie?"

"Well" Scarlet said taking the transmitter from her, "If I'm right about this, I could use my synthoziod biology to power this thing and amplify the energy, causing Kanie to overload"

"Hope you are right about this" Melania said with a sigh.

"So am I" Scarlet said with slight worry in his voice.

They then hear the sounds of a fight in the distance, towards a storage area of the Triskelion.

"Sounds like Kanie already found the others" Melania stated.

"Time for stealth" Scarlet said as he webbed up a vent and pulled the cover off it and jumped into it, "Come on, babe"

Melania exhaled before she jumped up into the vent and joined Scarlet, "Why are we doing this?" Melania asked.

"So, that we take Kanie by surprise" Scarlet said as they began to crawl through the vents.

 _Meanwhile, the fight with Kanie…_

Kanie held Spider-Man upside down with his tentacle while he fed on his energy. Spider-Man then webbed a pipe above him and Kanie and yanked on the pipe, causing it to burst. Steam had shot right into Kanie's face and he hollered in pain as he dropped Spider-Man, who made his way back to the others.

Kanie was now closing in on Spider-Man, Spider-Woman and Venom as they were pressed up against the wall, "Kanie feasts on Spiders!"

Then, Scarlet jumped down from the air vent with his stinger drawn and slashed Kanie across the face as he landed on the floor.

"Snack Times cancelled" Scarlet said as Kanie crouched down in front of him and as Melania landed next to him.

"Scarlet?" Venom and Spider-Man asked together.

"Kanie's gotten a lot tougher" Scarlet stated, "Last time, my stinger sliced him in half" he retracted his stinger as he held out the energy transmitter.

"So what are you gonna do with that thing?" Spider-Man asked as Scarlet attached it to his chest, "Measure his energy output?"

"Opposite. Gonna transmit energy, amplify it" He turned on the transmitter, "Trust me"

Suddenly a bolt of energy shot out from the device and hit Kanie, who yelled out and began to glow. Then, Kanie began to grow larger.

"Ben, it's working! You were right" Melania said happily as she placed a hand on his shoulder.

Venom, however, wasn't convinced. He narrowed his eyes, "See? I knew we still couldn't trust Scarlet" he then knocked the transmitter out of Scarlet's hands and it landed on the floor.

"Hey! I was trying to overload him!" Scarlet protested.

"More like feed him!" Venom accused pointing a finger at Scarlet's chest.

"You really are an idiot, you know that?" Melania said stepping in front of him, "If you used your brain you would know that Scarlet was trying to help!"

"Guys!" Spider-Man said coming between them, "Less fighting…" his Spider-Sense went off, "and more fighting!" he lept onto the ceiling while Scarlet, Melania and Venom jumped out of the way as Kanie brought his large fists down on the floor.

"Hey, it's not my fault Scarlet and his little lap dog unleashed this…I don't even know what it is" Venom said as he shot his missiles towards Kanie.

Kanie then slammed his fist down towards Venom, but he jumped out of the way just as Scarlet jumped on top of him.

"You got it backwards, Venom!" He began to slash Kanie with his stingers, "Kanie unleashed _me_ and Mel had nothing to do with it. He tried to feed on me and her, but we managed to escape him!"

Kanie grabbed Scarlet's arm and tossed him onto the floor. He brought his hand down on him, but Scarlet rolled out of the way. Kanie then picked up Scarlet and began to drain his energy.

"Scarlet…not escape this time" Kanie grunted out.

Spider-Man lept behind Kanie and shot Kanie in the back with his Taser webs. Kanie groaned in pain as the electrical surge went through him and as he dropped Scarlet. Spider-Man jumped up and caught Scarlet. He draped Scarlet's arm over his shoulder as he landed next to the exit where Venom and Melania were standing.

"Just follow my lead, okay?" Spider-Man said to the two Spiders, "Yo, Kanie? Come and feast on some nutritious Spider energy!" then He, Venom and Melania webbed out of the room and down the hall.

"I swear, I have a plan. We just need to put some distance between us and Kanie first" Spider-Man said as they headed towards Doc Connors lab with Kanie not far behind them.

They landed in Doc Connors lab as the doors slammed shut behind them.

"Okay, Spidey what's your plan?" Melania asked as he let go of Scarlet.

"You" Spider-Man said pointing at her.

"Me?" Melania questioned.

"We need you to become Mayhem" Spider-Man said.

"What?" Melania and Scarlet asked at the same time.

"We need her to beat Kanie, she's our best chance against him" Spider-Man said.

Melania was about to protest, but Spider-Man continued, "Mel, I've seen what Mayhem could do. She was able to take down a group of Synthoziods, all three of the Spider-Slayers, along with me and Scarlet without breaking a sweat. She might be powerful enough to stop Kanie"

"Spidey, I can't" Melania protested.

"What do you mean you can't? You have control over her, right?" Spider-Man asked.

"I do, but that's not the point"

"Then what is the point, toots?" Venom questioned, crossing his arms.

"The _point,_ Venom is that if I do turn into Mayhem, there's a good chance I'll lose control and end up attacking you guys" Melania explained.

"We have to take a chance" Spider-Man pleaded, "Please, Mel"

Melania shook her head before Scarlet placed a hand on her shoulder, "I know you can do it, babe. Your stronger than she is and you'll be able to fight her"

Melania was silent for a few seconds, not sure if this was such a good idea.

Venom scoffed, "Figures, she's too chicken to do it because she knows she can't do it"

"Why you…" Scarlet growled at him.

"Admit it, toots. You know you can't do it because you know you'll double cross just like your traitor boyfriend" Venom said pointing a finger at her.

Melania growled, "I'm really getting sick and tired of you and your attitude, you pigheaded idioto!" Melania shouted at him.

"Well, no one asked you to be here, toots. So why don't you take your traitor boyfriend and scram? Nobody wants you or needs you here, anyway" Venom spat at her.

Melania growled as her eyes flashed red and her fists clenched.

"I'm warning you, Venom" Scarlet said standing between them, "Back off of her or else" he threated.

"Oh, and what are you gonna do about it, traitor?" Venom asked shoving Scarlet away from him, "Does your lapdog need you to fight her battles for her because even _you_ know she's weak?"

Melania's teeth clenched as her eyes glowed red and her anger flared. Suddenly, the three boys hear a roar and look to see that Melania had transformed into Mayhem once again. She narrowed her eyes at Venom and growled at him as her tendrils moved around menacingly.

"Nice work, Venom" Spider-Man said, "You pretending to insult her got her angry enough to transform"

"Who said I was pretending?" Venom asked crossing his arms.

Then, the door was busted down as it sent Mayhem, Spider-Man, Venom and Scarlet flying across the room.

"Spiders…need to feed" Kanie said as he walked into the lab.

Mayhem and the others stood up and faced Kanie, "You know what to do, Mel" Spider-Man said looking up at Mayhem.

Mayhem said nothing as she narrowed her eyes at Kanie. She let out a screech and charged towards him. Kanie was charging towards her as well. The two collided into each other as Mayhem held Kanie's arms back while he growled at her in frustration trying to break free from her grasp. Mayhem sneered as she flipped Kanie over and tossed him behind her, towards the other spiders. Luckily, they jumped out of the way in time.

"Hope you were right about this, Spider" Scarlet says with worry in his voice.

"Of course, I'm right" Spider-Man said to him, "Mayhem is more than a match for Kanie, she can take him down"

"That's not what worries me" Scarlet said to himself as he watched the battle between Kanie and Mayhem.

During the fight, Mayhem slashed off Kanie's arm with her talons. Kanie howled in pain as he stumbled backwards. He saw his severed arm on the floor, picked it up and reattached it to himself. Mayhem hissed as she charged at him, but before she could tackle him, Kanie grabbed her and tossed her into the computers, smashing them. The smashed computers caused the Spider-Slayers pods to open automatically.

Mayhem jumped back up and ran towards Kanie. The Slayers jumped down from their pods and stood next to Scarlet and the others.

Mayhem shot her tendrils towards Kanie, but he grabbed them and began to drain Mayhem of her energy.

"No! Mel!" Scarlet shouted.

Mayhem began to get weaker and weaker as her energy was being drained. So much of her energy was depleted, that she reverted to normal size. Melania fell to her knees, groaning in pain as more of her energy was being drained from her.

"Scarlet, maybe it's time to send in the reinforcements" Spider-Man said to Scarlet, who turned towards the Slayers, who were getting angered that Kanie was attacking Melania.

So much of her energy was drained, that Melania's symbiot retracted and returned inside her body. Kanie released her as Melania collapsed onto the ground out of exhaustion.

"Slayers, Attack!" Scarlet ordered, pointing towards Kanie.

"As you command!" Bone Spider said as he, Goliath and Ghost Spider rammed right into Kanie, causing him to lose his balance and stumble backwards.

"Stay away from her!" Bone Spider hissed as he and Goliath faced Kanie. Ghost Spider knelt next to Melania as she rose slightly.

"Are you okay?" he asked with concern as he placed one hand on her shoulder and his other hand on her arm.

"I-I think so" she looked up at him with a small smile, "Thank you"

"Slayers!" Kanie exclaimed, "Join Kanie. Slayers…Kanie…same. Made in lab by humans. Thrown away by humans. Help Kanie fight humans"

The slayers looked at each other and then back at Scarlet, with looks of uncertainty under their masks.

"Don't listen to him" Melania said gaining the Slayers attention, "You're not like him. He's a monster, you guys aren't. I can see it, you have humanity in you; you guys are good and decent. Like Scarlet. Like your brother"

The Slayers still were unsure of what to do as they looked between Kanie and Scarlet. Getting frustrated, Kanie grabbed Melania from Ghost Spider's grasp and tossed her to the other side of the room, slamming against the wall.

"Mel!" Scarlet shouted as he ran over to her. Scarlet knelt next to her as she sat up, in pain.

The Slayers narrowed their eyes and looked up at Kanie, "Melania is right, we're not like you" Bone Spider hissed.

"You claim humans are evil, yet all Scarlet, Melania and Spider-Man have given us have been nothing but care and respect" Ghost Spider glared up at him, "If anyone is evil here, it's you Kanie"

Letting out a roar, Kanie slammed his fists down towards the Slayers, but they jumped out of the way, "If Slayers not join Kanie…then Kanie will feast on Slayers!"

"Mel, you stay out of this fight" Scarlet said helping Melania up.

"But, Ben…" Melania protested, but Scarlet cut her off.

"Mel, without your symbiot you won't stand a chance against Kanie" Scarlet told her, "We got this"

Melania gave in, "Be careful"

Scarlet nodded his head as he ran over Spider-Man and the others as Kanie closed in on them.

"Now Kanie feasts" Kanie said just as Cho blasted him and Miles and Spider-Woman jumped on him.

"Miss us, Tiger?" Spider-Woman asked Spider-Man.

"Guys? How?" Spidey asked as Spider-Woman, Miles and Cho came over to them "Thank Doc Connors" Miles answered, "Apparently, we human spiders can recharge a lot quicker than Synthoziods

"And my armor protected me from most of Kanie's shock" Cho said standing next to Miles.

"The web warriors are back together and that's good enough for me. Now first order of business: kick Candy Kanie's butt!"

"Done and done" Miles said as he, Iron Spider and Spider-Woman along with Venom, Scarlet, Spider-Man and the Slayers surrounded Kanie.

They all came at Kanie at the same time; Venom blasted him with his missiles, Spider-Man and Miles zapped Kanie with their Taser webs, Scarlet slashed him with his stingers, Cho blasted him, Spider-Woman slashed him with her axes, Ghost Spider lept up and kicked Kanie in the face, causing him to stumble back. Bone Spider then slashed him with his talons while Goliath slammed his fists into Kanie.

Letting out a roar of anger, Kanie slammed his fists into the floor, causing it to rupture. The impact caused most of the Spiders to fly backwards against the wall on the other side of the room.

Scarlet, Venom and Spider-Man were hurled into the wall with such force that they went right through it.

Melania ran towards the gigantic hole and saw the Spiders underneath some debris, "Are you guys okay?" Melania asked as she lifted a piece of debris off Spider-Man.

"More or less" Spider-Man groaned as he rubbed his head and while Venom Scarlet were able to push the debris off of themselves.

Suddenly, Kanie came stomping in and towered over Melania and the Spiders.

"Mel, stay back!" Scarlet said as he pushed her out of the way of Kanie's incoming stomping foot.

The Spiders backed up as Kanie approached them, while Melania stood off to the side, but stayed close just in case.

Spider-Man, Scarlet Spider and Venom webbed him up, to try to hold him back for a bit.

"You still believe I'm a traitor?" Scarlet grunted towards Venom.

"Jury's out I'm not stupid" Venom answered, "this is could all be part of your big plan" he tugged on his webs tighter.

Scarlet growled, "What's it gonna take to get through that thick skull of yours?!"

"Can I make a suggestion?" Melania said with an attitude while placing her hands on her hips.

"Zip it, lap-dog" Venom retorted, looking back at her.

"Guys?" Spidey asked he went flying along with Venom and Scarlet as Kanie grabbed their webs and swung them around and then tossed them into near-by shelves, pinning them underneath.

"See? Human's not trust Scarlet" Kanie said as he approached them, "Scarlet will help Kanie fight humans"

"Kanie, not all humans are the same!" Spider-Man tried to reason, "Doc Ock is the one that mistreated you, don't judge us all by him"

"Kanie does not judge, Kanie feeds" he spoke as he raised his hands towards them, but then several figures tackle Kanie down to the floor and pinned him down. He looked above him to see the Slayers on top of him and, Miles, Spider-Woman and Cho standing over him.

"Feed on this!" Cho retorted as he Venom and Spider-Woman stood over him.

"It's over, Kanie" Spider-Man stood in front of him, "you're surrounded and you're outnumbered"

Kanie growled as he pushed himself up and tossed the Slayers off him, "Then…Kanie will use!" He picked up the Spider-Slayers and began to absorb their energy, but that wasn't all he was absorbing. Kanie was also absorbing their powers and their attributes, gaining some of their features. The Slayers howled in pain as their energy was being drained.

Soon, Kanie became larger and his appearance changed as well. He gained Bone Spider's spikes, Goliath's armor and Ghost Spider's color. When their energy was drained, Kanie dropped the slayers on the floor.

"And just when I thought he couldn't get any uglier" Melania stated.

"Kanie, Ultimate Spider-Slayer" He declared.

"More like the ultimate backstabber" Spider-Man said as deflected an attack from Kanie.

"Betrayed your own synthoziod family" Scarlet said as he jumped on Kanie and slashed him, but Kanie grabbed him and tossed him on the ground.

As Venom and Spider-Woman attacked him, he grabbed them and fed off their energy as they screamed in pain before he dropped them to the ground.

Cho then tried blasting Kanie, but he deflected the blasts and knocked Cho from the air onto the ground.

Miles then decided to take a crack at it. He ran up to Kanie, about electrocute him, but the metal on Kanie's arm protected him and he knocked Miles away.

"Now Kanie feasts" he said as he approached Spider-Man.

"I'll give you a feast, Kanie" Spidey said as he saw the analyzer on the floor not too far from him, "in fact, I'll feed you 'till you burst" he rolled over and grabbed the analyzer, "Ben, keep him distracted" Spidey instructed.

Scarlet got up and lept in front of Kanie and stood before him as he approached, his large feet thumping on the floor.

"Scarlet will not fight Kanie, Scarlet will join Kanie" he said to him.

"Never gonna happen" Scarlet growled as he brought his stingers and charged forward at Kanie.

Spider-Man was working on fixing the transmitter while Venom was coming to and as Melania ran over to Spider-Man.

Scarlet lept up and Slashed Kanie a few times before Kanie grabbed him and they both started glowing green.

"Spidey, whatever you're doing, do it faster" Melania said anxiously.

"Working on it" Spider-Man answered, not looking up at her.

Scarlet was groaning and yelling in pain as Kanie placed him inside him, trying absorb him.

"No, Scarlet!" Spider-Man finished repairing the analyzer and ran over to where Kanie was.

"No one's joining you for long, Candy-Kanie" he pointed the device at him, but it wasn't working.

"Why won't that work?" Venom groaned as he stood up.

Spider-Man jumped onto Kanie's arm and headed towards him, still trying to get the device to work, "Scarlet must've powered it with his own synthoziod biology"

Kanie then knocked Spidey away and sent flying into wall, which caused him to drop the analyzer.

Venom picked up the device as he watched Kanie absorb Scarlet inside him and yell triumphantly.

"No!" Melania shouted, placing her hands over her mouth.

"Oh, man" Venom Spoke as Spider-Man got up, "this is all my fault. If I hadn't busted that thing, if I'd just trusted Scarlet…but I can still make it right" he then began to run towards Kanie.

"Venom, no!" Spidey shouted as Venom busted right inside of Kanie.

"Is he insane?" Melania asked.

Kanie then began to grow and swell up, "Like the others…I will absorb you! You will become part of Kanie!" but then he began to grow bigger and his body began to turn yellow, save for his head.

The other web warriors, including the Slayers, ran into the room and over to Melania, just in time to witness this.

"No, no! what are you doing to Kanie?!" Kanie shouted as he grew even more.

"He's gonna blow!" Melania shouted as they all backed up.

"Too much! Too much!" Kanie screamed and then sure enough, he overloaded and exploded everywhere and on everyone. The remains covered the floor, the walls and the ceilings as it dripped.

"Yuck" Melania said in disgust as she wiped some of the goop off her shoulder.

In the middle of the remains, stood Venom and Scarlet, "Good job, punk" Scarlet said putting a hand on Flash's shoulder.

"Guys" Spidey came over to them, "on the one hand, you did it, on the other hand…" he put a hand on Scarlet's shoulder which was covered in remains and got some on his hand, "Ugh paper towels?"

"I second that" Melania agreed as she as she wiped some of the remains off of her clothes and rung her hair out.

A little while later, the Web Warriors, along with the Slayers who were helping, were cleaning off the remains of Kanie while fixing up the room.

Venom then approached Scarlet, Melania standing next to him, "So, um…I'm not really good at this whole apology thing, but uh…I guess I was wrong about you" he said the last part fast.

"And I guess I was wrong about you" Scarlet said, "busting into Kanie like that with the energy transmitter…" he reached behind him, "maybe your skull isn't as thick as I thought. Trail Mix?" he offered holding out a bag.

"Oh! Been waitin' for you to share this" Venom said excitedly.

"And I was wrong about you, too Venom" Melania spoke, "I did have my doubts about you, and really did get under my skin, but now I see that maybe…you're not such a bad guy after all"

"Thanks, and I'm sorry, too Mel" Venom said, "I was pretty hard you on you and I doubted you, too. I'm sorry for all that I said before to you, I didn't mean it; I was just being a jerk. We cool?" he asked holding his fist out to her.

She looked at him and his fist for a second and smiled, "Frosty" she said as she fists bumped him.

"I gotta hand it to you, webs" Miles said as he, Spider-Woman and Bone Spider webbed up the remains of Kanie, "you never doubted Scarlet"

"Even when all the evidence pointed against him" Spider-Woman added in.

"I didn't do anything" Spidey said as he walked over to Scarlet, Flash, Melania "it was all Scarlet, he still chose our side. He's as human as the rest of us" he placed a hand on his shoulder.

Melania then looked over to the Spider-Slayers, who were lingering on the other side of the room.

She smiled warmly as she walked over to them, "Thanks for your help, you guys. You did really good tonight"

"Thank you, Melania" Ghost Spider, "But we should be the ones thanking you"

"What do you mean?" Melania asked.

"If wasn't for you having faith in us and for believing us, well we might've ended up just like Kanie" Ghost Spider answered, "you were able to see the good in us when no one else did and for that, we thank you" Ghost said as he, Goliath and Bone bowed their head to her in respect.

"You guys had good in you all along, you just needed a little help finding it" Melania smiled at them.

Scarlet then walked up behind Melania and placed a hand on her shoulder, "You know…if you'd like" Melania brushed a strain of hair out of her face, "You three are more than welcome to come live with me and Ben"

The Slayers eyes widened and they looked at each other with stunned expressions, "We appreciate the off, Melania" Ghost Spider began, "but we could never impose on you like that"

"Nonsense" Melania said with a shake of her head, "You guys are more than welcome to live with us, after all you are Scarlet's brothers. His family and my family, too" she looked up at Scarlet and smiled up at him.

"She's right" Scarlet said, "you guys are family now"

Melania held her hand out to them and at first, they didn't know what to say or do until Ghost Spider stepped forward and took her hand in his, "Thank you" Ghost Spider said gratefully.

Bone Spider and Goliath Spider stepped up as well and placed their hands over Ghost's hand, "Thanks, Melania" Bone Spider said to her.

"Of course, and guys…you can call me Mel" she said with a smile.

"Very well then…Mel" Ghost Spider said with a smile under his mask.

Melania laughed lightly as a huge smile spread across her face, "Now, what do you guys say we get home, I'm beat" Melania looked up at Scarlet.

"Agreed" Scarlet said as he and Melania were walking out of the room, but stopped and turned to look at the Slayers who just stood there.

"Come on guys" Melania said with a motion of her head, "I said, _we_. That means you guys, too"

Bone Spider bounded up to them while Ghost and Goliath followed closely behind them.

"Let's go home, guys" Scarlet declared.


	15. Family

**Disclaimer: I do not own Ultimate Spider-Man or any of it's characters. I only own Melania and Comanche.**

 **Sorry it's been a while since I updated. I had a case of Writers block and clear cut case of pure and utter laziness.**

 **There's not much happening here, just a little filler chapter.**

 **Enjoy :)**

* * *

 _November 5th 2016_

It's been four weeks since the Kanie incident at the Triskelion and since the slayers have come to live Melania and Ben and be a part of their family. Even though Melania's penthouse is big, having five people live together can be a little hectic, but they managed.

Ever since Melania welcomed the Slayers into her family and her home, they've really come out of their shells. They're different, sweeter and kinder then they were before and they act almost like everyday teenage boys.

Melania's grown quite fond of them as well as Comanche. Now Comanche has more playmates and they don't seem to mind, especially Bone and Goliath Spider. Melania had named the slayers after men she had knew in her life. She named Ghost Spider Daniel after her grandfather, who was a very kind and caring man, so it seemed to fit him. She named Bone Spider Darrell after her uncle who was a very active and fun person to be around, so it suits him as well. She then named Goliath Spider David, which was her father's middle name and the name seems to fit him. Even though David's name is the same name of her ex-boyfriend, Melania doesn't seem to mind because this David is different than the other one she knew.

The Slayers have also grown quite fond of Melania as well. They see as more of a mother figure than a sister and they respect and treat her like one, too. They're enjoying living a normal life and having a family, even though they have to sleep on the couch. Melania promised them that she'll think of something so that they can each have their room and bed.

They also took on Ben's name, Reilly which really meant a lot to Ben. He's never had a 'real' family before, so this means a lot to him and Melania as well. They've been adjusting to 'normal life' a lot faster than Melania and Ben thought they would, but there's still a lot they have to learn and Melania is more than happy to teach them.

Right now, Melania was just finishing up making dinner while the boys were in the living room watching TV.

"Okay, guys! Dinner's ready; come and get it!" Melania called out to them as she placed the plates of food on the table which consisted of Stake, mashed potatoes and broccoli.

The first one in was Daniel, who teleported in. He was out of his spider suit and wearing normal clothes which consisted of a white t-shirt, a black jacket, grey jeans, a black belt and black and white sneakers. He had cream white skin, pale blonde, almost white short hair with bangs covering his right eye and dark blue eyes. He looked to be around seventeen-years old. He then sat down at the table as he waited for his brothers.

"Hey! No fair!" Darrell shouted as he ran in, "You cheated" Darrell had tan skin and was around fifteen. He had dark brown, almost black, jaw length hair. One side of his head was shaved off while the other half had green highlights in it and he had dark blue eyes. He had three ear piercings on both his ears, a green and blue sleeveless t-shirt, blue basketball shorts, blue knee high socks with yellow strips and blue sneakers.

Daniel just smirked at him as Darrell took his seat next to him. Then walked in was David. He was very muscular and despite him being taller than the others, he was only sixteen. He had light brown hair that was in a military haircut style, the hint of a goatee on his chin, dark blue eyes and his skin was a light tan, like Ben. He was wearing a red short sleeve t-shirt, dark blue jeans, white sneakers and grey sweatbands on his wrists. He had taken a seat next to Darrell as Ben walked in and sat next to Melania, who was sitting on the other side of the table.

"Everything looks great, Mel" Daniel told her.

"Thank you, Daniel" Melania said with a smile.

Darrell picked up his fork and nudged the broccoli with it with a look of uncertainty on his face.

"It's broccoli, Darrell" Melania said, "A vegetable"

Darrell stuck his tongue out at the vegetable in disgust. He picked up a piece with his fork and tasted it, "Yuck!"

"Eat it, Darrell" Melania said, "it's good for you"

"But it tastes terrible" Darrell protested, "Who it's this stuff anyway?"

Melania and Ben raised an eyebrow at him as they were eating the broccoli.

"Besides you two" Darrell deadpanned.

"Daniel does" Melania said pointing her fork towards him.

Daniel just sat in silence as he ate his dinner, but a small smile appeared on his face at the look Darrell was giving him.

"Well, he's weird; he doesn't count" Darrell answered.

"David does, too" Ben added in.

Darrell looked up at David who had a piece of broccoli sticking out of his mouth. He looked down at Darrell who glared up at him. David just shrugged his shoulders at him.

"Whose side are you on, anyway?" Darrell grumbled while crossing his arms.

He picked up his fork that held the piece of broccoli on it. He had a disgusted look on his face as he looked at it, then he had an idea. He looked over at Comanche who was eating her food and then he looked back at Melania and Ben, who weren't looking at him.

"Comanche" Darrell whispered, "Comanche, here boy" he called him quietly.

Comanche looked up at him and saw him holding a fork with broccoli on it down low. He then walked over to him and ate the broccoli off the fork.

"Good boy" Darrell whispered. He then picked up the other two pieces of broccoli with his fork and handed it to Comanche who ate both pieces, "Thanks, buddy" Darrell praised as Comanche licked his mouth before he walked back over to his food.

"I saw that, Darrell" Melania said looking at him with a knowing smirk on her face.

"Saw what?"

"You feeding Comanche your broccoli, that's the oldest trick in the book" Melania shook her head at him.

"It's Darrell" Daniel spoke, "Go figure" he then took a sip of his drink as Darrell blew a raspberry at him.

"At least eat you stake and mashed potatoes, Darrell" Melania suggested as she cut her stake.

"Fine" Darrell grumbled.

As they continued to eat dinner in silence, Melania brought up a topic that has been bugging her for some time.

"Hey, guys" she said getting their attention, "I've noticed lately that things have been a little crazy here, you know with you three not having a place to sleep and there hardly being any room here"

"You have a point there, Mel" Daniel began, "I mean, don't me wrong, your place is fantastic, it's just not ideal for five people"

"Agreed" Melania sighed, "It was originally only supposed be for two people" she looked over at Ben and smiled, who returned the smile.

"So, what are we gonna do?" Darrell asked.

"Well, I've been looking into larger homes around the area and there are some promising places" Melania stated.

"Wait, you wanna move out of here?" Ben asked with some surprise.

"Well, Ben come on. This place isn't big enough for five people and a dog" Melania explained, "Sooner or later we're going to have to get a bigger place"

Ben thought about it and he knew that she was right.

"Have you had any luck?" Daniel asked.

"I've found a few places that would fit our needs, but it's still early; we don't have to decide on anything now" Melania answered.

"Oh, good" Darrell sighed in relief, dramatically.

Melania chuckled as she shook her head, "He's your brother" she looked over at Ben.

"Yea, I know" Ben said with a small smile as he looked over his younger brothers.

 _Later that night…_

After finishing dinner, the Slayers had gone out into the living room to watch their now favorite show Worlds Dumbest… while Ben and Melania went to do their own things.

Sometime during the time, they were watching the many episodes of the show, they had fallen asleep on the couch.

It was around ten thirty when Melania came into the living room in her pajamas, to check on the brothers. They were all passed out on the couch as they were sprawled over it.

Melania smiled to herself and let out a light chuckle as she approached the sleeping brothers.

Ben was coming around the corner to go check on his brothers, but then he saw Melania beat him to them. He lingered behind the corner while he watched Melania turn off the TV and adjust his brothers forms so they would be comfortable on the couch. She draped blankets over them as she gently ran her hand over Darrell's head.

Ben smiled at the touching scene that took place. He admired how gentle and nurturing Melania was to his brothers. Kind of like the way she was with him when she first found him all those months ago.

Melania looked up from behind the couch and noticed Ben staring at her, "What?" she smiled at him.

"Nothing" Ben replied as he walked over to her, "I just like how well you're treating despite everything"

Melania stood in front of him as he wrapped her arms around her, "I really like these guys, Ben and I trust them. They're good men, just like their older brother" she smiled at him and he returned the smile.

What they didn't know was that Darrell had woken up and cracked his eyes open as he looked up at his brother and Melania.

"They're lucky to have you for a brother" Melania whispered to him.

"They're luckier to have you, babe" Ben answered, "They really like and care about you, they trust you, too"

Melania smiled small at him, "I guess their lucky to have both of us" Melania pressed her forehead against his as they looked into each other's eyes.

Darrell smiled to himself, before he went back to sleep, happy that he and his brothers have a nice family. A real family.


	16. Birthday

**Disclaimer: I do not own Ultimate Spider-Man or any of it's characters. I only own Melania and Comanche.**

 **Warning: There is some sexual content in here. You have been warned.**

 **I do not own the song "Wanted" By Hunter Hayes**

* * *

 _November 26th, 2016_

Three more weeks have gone by and everyone in the Young household was now completely comfortable with each other now. Melania was still looking for a bigger place for them, though and things were looking good ahead for them.

Today was very special day: it was Melania's nineteenth birthday. Even though it was her birthday, Melania didn't want to make a big stink out of it. She didn't want a party or anything, all she wanted was her 'family' to wish her a happy birthday and that was more than enough for her.

Right now, it was in the afternoon and Melania was working, down at the Animal Clinic.

"Here you are, Mrs. Rodgers" Melania said as she brought out a medium sized cage that held an orange Pomeranian and placed in gently on the floor.

"Oh, thank goodness" a woman in her late fifties said with relief as she approached Melania and the cage, "How is my little Cuddles?"

"Cuddles is just fine, Mrs. Rodgers" Melania reassured her, "turns out, the vomiting was caused by an upset stomach" she then walked behind the desk to fill out a slip, "Dr. Simpson is going to prescribe some Reglan, it will help"

"Thank you, dearie, thank you" Mrs. Rodgers said taking the slip as she carried the cage that held her dog and walked out of the clinic.

Ten minutes later, the door opened and when Melania looked up, she was surprised to see the brothers there.

"Hey, guys" Melania said cheerfully.

"Hey, Mel" Darrell said as they approached the desk.

"What's up?" she asked as she stood up from the desk.

"We just came by to say 'hi' and to give you these" Daniel said as he held out a bouquet of pink lilies and Darrell held out a plush grey timber wolf with a red ribbon wrapped around it, "Happy Birthday, Mel"

"Oh, you guys" Melania said as she took the flowers and the plush doll from them, "I told you, you didn't have to get me anything"

"We wanted to" Daniel answered, "It's our way of saying thank you for giving us our names, for giving us a home and for welcoming us into your family"

"You guys are my family" Melania said as she smiled at them, "How'd you know Lilies were my favorite flower? And how did you know I love plush animals?"

"Ben told us" Daniel answered with a shrug.

"Thank you" Melania said gratefully.

"Ben said that he's planning a surprise for you tonight, but under no circumstances are we supposed to tell you" Darrell said, but then his eyes widen when he realized what he said and he groaned, "Stupid! Stupid! Stupid!" he slapped himself on the head several times.

Melania giggled, "He's planning a surprise for me?"

Daniel sighed, "Yes. It was meant to be a surprise, it's also why David, Darrell and I will be spending the night at the Triskelion tonight"

"You guys don't mind?" Melania asked.

"Not at all" Daniel said with a wave of his hand, "Besides, you two deserve some alone time" he winked before he and his brothers walked out.

Melania smiled to herself as she inhaled the luscious scent of the Lilies, excited for tonight to come.

 _Later that night…_

It was around eight o'clock when Melania returned home tonight and she was excited to see what the surprise Ben had planned for her was.

When Melania walked into the apartment, she was surprised to see all the lights off and all over the living room where different sized candles lite and the song "Wanted" By Hunter Hayes filled apartment.

 _You know I'd fall apart without you_

 _I don't know how you do what you do_

She placed the lilies on the couch along with the plush wolf toy, "Ben?" she asked out, but got no response.

 _Cuz everything that don't make sense about me_

 _Makes sense when I'm with you_

She then noticed that her bedroom door was open. Confused, because she knew she closed it this morning as she walked over to it. She walked into her room and gasped slightly at what she saw on her bed: a white two-foot tall plush teddy bear was propped up on her bed and was holding a bouquet of red roses in one arm, an envelope in one arm and around its neck was a silver necklace with an orange topaz heart.

 _Everything that's green girl, it needs you_

 _But it's more than one and one makes two_

Melania giggled at this as she walked over to her bed and took the roses out from the bear's arm and smelled them. They smelled heavenly. She then grabbed the white envelope and opened it up to reveal a happy birthday card. She opened the card and red what was written in Ben's handwriting:

 _'Happy Birthday, Mel. You are the most beautiful, kind, loving and wonderful girl in the world and any person would have to be the luckiest person on the face of the planet to even have you for a friend, but to have you as a girlfriend? You would have to be blessed by god himself. I can't tell you how much you mean to me, but I can tell you this: You mean more to me than my own life. Happy Birthday, Babe' –Ben._

 _You put aside the math and the logic of it_

 _You gotta know you're wanted, too_

Melania smiled happily at the message as she placed the card and the roses on her desk. She then looked over at the necklace on the bear, it was an orange topaz which was her birthstone. She had undone the necklace from the bear as she held it in front of her so she could get a better look at it.

"You like it?"

Melania turned around to see Ben walking into her room, closing the door behind him.

 _I wanna wrap you up, wanna kiss your lips_

 _I wanna make you feel wanted_

She smiled up at him as he walked over to her, "Yes, I love it. I love all the gifts, even though I told you not to get me anything"

"I wanted to, you deserve 'em" Ben smiled down at her, "after everything you've done for me, my brothers and for everything you've been through, you deserve them"

Melania smiled at him, "Thank you"

 _And I wanna call you mine_

 _Wanna hold your hand forever_

 _And never let you forget it_

"I'll put it on you" Ben said taking the necklace from her as she turned around and moved her hair out of the way.

He placed the necklace around her neck and she looked down at it and smiled, "It's beautiful"

"Not as beautiful as you are" Ben said as he wrapped his strong arms around her waist.

"Charmer" Melania said back with a smile.

 _Anyone can tell you, you're pretty_

 _And you get that all the time, I know you do_

 _But your beauty's deeper than the make-up_

"Happy Birthday, beautiful" Ben said as he rested his chin on the top of her head.

"Thank you" she said gratefully.

Melania placed her hands over his as Ben began to place light kisses along her neck, "What have I ever done to deserve a man as wonderful as you are?" Melania asked.

"Dumb luck, I guess" Ben shrugged.

Melania rolled her eyes and turned to face him, "Not dumb luck, Ben. We were both very lucky to find each other"

 _And I wanna show you what I see tonight_

 _When I wrap you up, when I kiss your lips_

 _I wanna make you feel wanted_

"How's that?" Ben asked with a smirk.

"Because, in a way, we both saved each other from a nightmare that we were living" Melania answered, "You helped me trust men again after what happened with David and I gave you a reason for living again after what happened with you and your friends. We both gave each other a second chance at a life"

Ben smiled down at her, "You're right and I wouldn't have traded it for the world"

Melania laughed lightly as she pressed her forehead against his and they just stared into each other's eyes.

 _I wanna call you mine_

 _Wanna hold your hand forever_

 _And never let you forget it_

Melania then kissed him gently on the lips, then the kiss began to turn into desire as the kiss became more passionate. Melania wrapped her arms around his neck and he wrapped is around her waist bringing her closer to him. As the kiss became more passionate, Melania helped Ben to remove his jacket as he tossed it on the floor behind him.

Melania grabbed his face as they continued to kiss fiercely and Ben tried to bring her closer to him, but there was no room between them.

"Wait" Ben said breathlessly as he pulled away, "Are you sure?"

Melania nodded, "Yes. I want this, Ben. I want you" she pulled away so that she could undo her long-sleeve blue plaid shirt. She slowly removed her shirt showing off her large bust that was only concealed by a black lace bra.

Ben's heart skipped a few beats as he wrapped one arm around waist and brought her to him and Melania cupped his face in her hands as they restarted their passionate kiss. On instinct, Melania wrapped her legs around his waist as he held her up by grabbing her rear under her skin-tight jeans.

 _Cuz baby, I wanna make you feel wanted_

 _As good as you make me feel_

 _I make you feel better_

 _Better than your fairy tales_

 _Better than your best dreams_

Ben then laid her down on the bed as the bear fell of it and onto the floor. Ben broke the kiss for a second in order to remove his shirt, revealing his broad chest, six-pack abs and muscular build. He then restarted the kiss as he began to run his hand from the top of her knee all way up her thigh until he came to the top of her jeans and tried to unbutton them. Melania broke the kiss to help him unbutton her jeans.

 _You're more than everything I need_

 _You're all I ever wanted_

 _All I ever wanted_

 _I just wanna wrap you up, wanna kiss your lips_

Melania kicked off her boots as Ben pulled her jeans down and off. He then through them off to the side as he went back to kissing her soft lips. Through the kisses, they each helped each other remove the rest of their clothing.

 _I wanna make you feel wanted_

 _I wanna call you mine_

 _Wanna hold your hand forever_

 _And never let you forget_

Ben then laid himself on top of her as he brought her leg and ran his hand against it as he locked lips with her once again.

Ben broke the kiss as he looked down at her, "You're so beautiful" he said softly as he pressed light kisses against her bare neck. She moved her neck to the side, allowing him more room.

They pressed their foreheads together, "You're beautiful to me" Melania stated and Ben smiled down at her. They stared into each other's eyes and locked their gazes together as he came between her knees. He carefully lowered himself until he was inside her.

Melania let out a low moan at this as she grabbed the back of his neck and he supported himself on his elbows as he stared into her shining emerald green eyes.

She raised her knees and took a deep breath as he sunk deeper inside her. She took him fully, she wanted him and only him.

Ben was being slow and careful because, first of all, he didn't want to hurt her and second of all, he was really unsure of what he was doing, so he took his time.

Even though he would never admit it, Melania knew that Ben was nervous because he had never done this before. She wasn't gonna pressure him or rush him, she'll let him learn as he goes.

She could see the look of uncertainty and nervousness edged on his face as she looked into his dark blue eyes.

"It's okay" she said reassuringly as she placed a hand against his face, "It's okay"

Getting some reassurance from Melania, Ben let out a shaky breath as he plunged deeper inside her.

Melania let out a sigh of pleasure at the feeling of a need she never felt before in her life. Not even David was able to make her feel this way when they were together, but Ben was able to let her experience a whole new kind of pleasure.

Passion had flowed through Ben as Melania arched her back up and her eyes were fluttering. Melania began to dig her nails into the back of his neck as his thrusts sped up and she started to match them. Ben buried his face in her neck, breathing in her scent and the scent of her hair.

He cupped the backs of her hips as he brought her body closer to his as went inside her deeper and faster.

Melania called his name several times and upon hearing her yell out his name is ecstasy, tipped Ben over the edge. It was only then that he took his release, taking what his body needed and wanted.

Letting out a cry of pleasure, Melania's eyes rolled to the back of her head as her body tensed at the moment of release.

Panting, they both looked at each other, staring into their eyes. It was in that moment that they both realized that they were meant to be together. That they were meant for each other and nothing was gonna change that.

Later that night, Ben was laying against the headboard as Melania laid asleep on his chest. She one hand on his abdomen while he had a hand wrapped around her waist as he held her close to him.

"I love you" Ben whispered in her ear before he drifted off to sleep himself.

 _You'll always be wanted..._

 _/_


	17. A Chance Encounter

**Disclaimer: Nope, still don't own them...**

 **Sorry this took so long to put up. I had a bit of writers block, it's a bitch I'm telling ya.**

 **There's not much happening in this chapter, just a little filler chapter. Enjoy :)**

* * *

 _December 11th, 2016_

It was now Christmas time in the city and Christmas as only two weeks away. Everyone was very excited for the holidays. The city was bustling more than usual around this time of year, people running in and out of the department stores, carrying bags, wrapping paper and presents.

Melania was very excited for Christmas because it's always been her favorite holiday and now it was going to be Ben and his brother's first Christmas. They were especially excited.

Right now, Melania had sent the three brothers to run some errands for her while Ben helped her with Christmas shopping.

The brothers were walking down fifth avenue past the bustling people as they each help bags of groceries and other essentials that was the list Melania had given them.

"Are we almost done?" Darrell groans as shifts the weight of two grocery bags in his arms.

"Almost Darrell" Daniel answered as he walked ahead of his brothers holding the list Melania gave them in one hand and holding a bag in the other hand, "We just gotta make one more stop" he looked over the list, "the last thing on the list Mel wants us to get is to get some extra wrapping paper, the tags and some holiday cards at a Target store"

"Good. I'm getting tired" Darrell said.

"I'm getting hungry" David said as he held three bags in arms.

"You're always hungry" Darrell deadpanned.

"Come on, guys let's finish up here so we can get home" Daniel said before an argument broke out.

As they were walking down the busy street, ahead of them, a young couple were having a very heated argument. The girl had shoulder length blonde hair with a pink headband and light green eyes. She had on a pink striped shirt underneath a white a white jacket, white jeans and sneakers. She was yelling at her boyfriend and pushing him away as he kept following her.

The man was Hispanic with short black hair and dark brown eyes. He was trying to get the girl to stop so he could talk to her, but she kept pushing him away from her.

"Gwen, just stop already" the man demanded.

"I told you, to leave me alone David" Gwen stated as she continued to walk on, but he grabbed her arm roughly and forced her to look at him.

"Nobody tells me what to do, you hear me?" David growled at her, causing her to shrink back in fear, "Now, you listen to me. We're done when I say we're done, not the other way around!"

"Excuse me, is there a problem here?" Daniel asked as he and his brothers stood before the two.

"This is none of your business" David spat at him, "now get lost, gringo"

Daniel narrowed his eyes as he looked over to Gwen. He noticed that she had a large bruise on the side of her face. Daniel approached her and examined the bruise on her cheek.

"Did he do this to you?" Daniel asked her, referring to David.

Before she could answer, "Don't answer him" David threatened.

"I was asking her, not you" Daniel narrowed his eyes at him, "did he hurt you, miss?" he asked looking back at her.

Gwen was silent for a minute before she nodded her head slightly before Daniel glared at him.

"What kind of man would lay his hands on a woman and threaten her?" Daniel asked.

"A coward" Darrell answered, "he thinks he's a big, tough guy for beating up a girl because she can't fight back. That's being coward"

"Oh yeah?" David asked as he let Gwen go and approached Darrell, "Well, nobody asked you, you little brat"

"I'm the brat?" Darrell questioned, "I'm not the one beating and threatening a girl, you stupid punk"

David narrowed his eyes down at Darrell when something about him looked familiar. He looked at the two other brothers and then the realization hit him, "Oh, Scarface" David smirked as he looked up at the other David, "you look just like him"

David growled down at him, but Darrell put his hand up in front of him.

"So, you're the asshole boyfriend who abused Mel, huh?" Daniel asked as Gwen stood next to him.

"Oh, so you know her?" David turned to face him, "I guess she told you about our little time together"

"She told us that you made her life a living hell" Darrell said.

"Well, it ain't my fault that she's a dumb bitch" David said nonchalantly.

Daniel then grabbed his shirt collar and pulled him towards him and glared daggers right at him, "She is not a bitch. She's our friend and the closest thing to a mother we've ever had. She's the kindness person we ever knew and she has a good heart. Despite everything you've done to her, she was willing to give us a home and a place in her family" he then tossed him away and he lost his balance for minute before regaining his footing.

He then straightened the collar on his shirt and stepped over to Gwen, who was cowering behind Daniel as David approached her.

"Come on, Gwen" David said, "I've wasted enough time with these gringos, let's go" he grabbed her arm and pulled her, but she didn't move, "Are deaf all of a sudden? Let's go!"

"No" Gwen said in a shaky voice, not looking him in the eye.

"What did you say to me?" David demanded as he glared at her.

"I said, no" Gwen said in a louder voice as she tore her arm out of his grip, "I don't wanna be around you anymore, David. Leave me alone"

"Oh, so when we meet Scarface's brood, you wanna side them, huh? You know nothing about them! You don't even know them!"

"Neither do you!" Gwen shouted at him, "I may not know them well, but I know them enough to know that they're better men then you are" she then looked over at Daniel who smiled warmly at her and she returned the smile.

"I suggest you take the lady's advice, David" Daniel said stepping up behind Gwen, "Or things might not end well for you"

David growled as he glared at Daniel, "You haven't seen or heard the last of me, gringo and you can tell your Scarface brother that, too" he then stalked off down the street, pushing people out of his way.

"He makes Ben look like a ray of sunshine" Darrell said after a few moments of silence.

"More or less" Daniel said as he turned to Gwen, "He won't be bothering you anymore, Gwen. I can assure you of that"

Gwen smiled at him, "Thank you guys, for standing up to him and for defending me. Whoever your brother is and Melania, they're very lucky to have you guys in their lives"

The three brothers smiled at each other and silently agreed with each other, "Thank you, Gwen" Daniel said as he took her hand in his and kissed it gently, "Until we meet again"

"I look forward to it" Gwen said, smiling brightly as the brothers continued down the street to finish their errands.

Gwen watched as they walked off and looked down at her hand that Daniel had kissed. She held to her chest and smiled big, completely unaware of the pair of red glowing eyes watching her from the alley behind her.

 _Later that night…_

After they finished running the errands for Melania, the brothers returned home and decided not to tell Melania and Ben about their encounter with David. They figured they had had enough things to deal with right now.

Right now, they were all sitting in the kitchen eating dinner that Ben had made himself, which consisted of cheese Raviolis, meat sauce and meatballs that Melania had made herself as well.

When Darrell had picked up a large meatball on his fork, he was about to eat it, when it fell off his fork, bounced on the floor and landed near Comanche, who ate it on sight.

"Hey!" Darrell said, "That was my meatball, Comanche!"

In response, Comanche just looked at Darrell, licked his lips and went back to eating his food. Darrell crossed his arms and slouched in his chair as his brothers snickered at his misfortune.

"You snooze, you lose Darrell" Daniel said between his laughs as Darrell pouted.

Having a sympathetic look on her face, Melania picked up one of her meatballs on her fork and placed it in Darrell's plate, which perked him up immediately.

"Thanks, Mel" he said happily as he sat back up and ate his meatball.

"That's just like Mel" Ben said looking over at his girlfriend, "Always helping others and making them happy" Melania smiled and looked down shyly at the compliment she had gotten from her boyfriend.

"I expect nothing less from my little, Tesoro" a female voice with an Italian accent said from outside the kitchen.

Everyone gasped and looked towards the door. Melania dropped her fork onto the table and got up from the table, "Mama?" she asked with a shocked look on her face.

She ran out of the kitchen and gasped at the sight before her. Her mother standing in the living room in her full uniform with a duffle bag slung over shoulder. Her light brown curly hair was up in a neat, tight bun and her Chesnutt brown eyes were shinning with happiness when she saw her daughter.

"Mama…" Melania breathed out as tears of joy filled her eyes and she ran up to her mother.

Her mother threw her bag onto the ground and opened her awaiting arms for her daughter and hugged her tightly. Melania buried her face in her mother's shoulder as she cried happily. Her mother cradled her daughter in her arms as she held her tightly in her arms. Melania had her arms wrapped tightly around her mother, as if she would disappear if Melania let her go.

Ben and his brothers walked out of the kitchen and stood in the doorway as they watched the touching scene unfold. Smiling happily for their friend, the three brothers walked back into the kitchen, not wanting to ruin the mother/daughter reunion.

Ben just stood there with a huge smile on his face. He couldn't be any happier for his girlfriend. He knew how much Melania had missed her mother and now she was back in her life.

In that very point in time, everything was perfect and everyone hoped that it would stay that way.

 **Review please! Buh-bye for now, peoples :)**


	18. Holiday Fun

**Lots of fluff in this Chapter. Beware. Enjoy :)**

 **Me: Say it!**

 **Ben: No.**

 **Me: Please?**

 **Ben: No.**

 **Me: Please?**

 **Ben: Hell to the no.**

 **Me: Pretty please with cherries on top? I won't stop until you do it.**

 **Ben: (groans) Fine. AliE96 does not own Ultimate Spider-Man or any of it's characters.**

* * *

 _December 24th, 2016_

It is now Christmas eve and it has been two weeks since Melania's mother, Simona had returned from her service. Simona was very eager to Ben and his brothers, considering Melania has told her a lot about them through their phone calls. She likes Ben and his brothers, she thinks they're decent men with good hearts and she's glad that Melania had welcomed them into her home and gave them a place in the family. Simona always knew that her daughter was special and she had a good heart, especially when it came to helping others.

Now that Simona has returned to the city from her service, she plans to stay in the city and spend as much time with her daughter as possible. She has noticed that in the two weeks she has been back with her daughter, Simona had noticed that Melania had seemed very sick. She is having strange nausea and she can't see to keep any of her food down. Melania dismissed it as it's probably just a little stomach bug and it's nothing to worry about, but Simona has other theories.

Right now, Melania, her mother, Ben and his brothers along with Comanche were walking down the street, heading towards Central park. A thin sheet of snow covered the ground as light snow began to fall from the sky.

They were all covered from head-to-toe in winter clothing. Melania was wearing a red turtleneck sweater, dark blue skinny jeans, black snow boots, a dark blue and black sweater, a red scarf, black mittens and a red and black striped knit hat. Simona was wearing a long white coat, black pants, white boots, white gloves and white earmuffs.

Once Melania had convinced him to put on some winter clothes, Ben was wearing his usual rebel clothes; grey hoodie, pale blue jeans ripped at the knees, sneakers and t-shirt along with a red scarf, black gloves and a black knit hat. Daniel was wearing a white turtleneck sweater, a black jacket, black jeans, a white scarf, white sneakers and a white knit hat with a puff ball on it.

David was wearing a red turtleneck sweater, a red scarf, sneakers and a black knit hat. Darrell was wearing faded blue jeans, sneakers, a blue sweater, a jean jacket, blue scarf and a blue and yellow striped knit hat.

Melania had wanted Comanche to stay warm even though he's covered in thick fur, she wrapped a little green scarf around his neck, covering his collar.

"So, where are we going again?" Darrell asked as they walked down the snow-covered street.

"We're heading for Central Park to continue a little Christmas Tradition" Melania answered while holding Ben's hand and having a duffle bag slung over her shoulder.

"What tradition?" Ben asked while walking Comanche on his leash.

"Well, when I was a little girl, every Christmas Eve night, me, Mama and my papa would go to Central Park and go skating on the lake" Melania answered happily.

"Then what's with the duffle bag?" Daniel asked.

"The ice skates" Melania answered with a smile.

"For what?" Darrell asked, then when he saw the look Melania was giving him, his eyes widened, "Wait a second. You expect us to ice skate?" he asked, referring to himself and his three older brothers.

"You bet, Darrell" Melania answered.

"But we don't know how ice skate" Ben told his girlfriend.

"That's why you guys have me and Mama with you" Melania said to him, "We'll teach you guys, right Mama?"

"Of course," Simona answered, "What kind of people would we be if we didn't teach our family members how to skate so they could join us?"

"True" the four brothers said in unison while shrugging their shoulders.

"Now let's go, we're burning moonlight" Melania said as she pulled on Ben's arm and dragged him down the street with the others following close behind.

Soon enough, they arrived at Central Park and they made a beeline for the frozen lake. When they arrived at the park, snow covered every inch of the park and there were decorations everywhere. The lights on the trees danced lively during the snow as it continued to fall lightly. The small bridge over the lake had lanterns hanging over the side of it and they reflected beautifully off the frozen lake beneath it.

Right now, Melania, her mother and the others were either sitting on the snow- covered ground or on a bench putting on their ice skates. The second Melania got her ice skates on, she lept up off the snow and onto the frozen lake.

Darrell and David stepped onto the ice, but as soon as they put one foot on the ice, they slipped and fell hard on their butts.

"Ow!" Darrell and David said together, "That really hurt" Darrell mumbled as he rubbed his sore bum.

Simona smiled and shook her head as she skated over to the two boys, "It's all about balance" she said getting behind them and lifting them up. She held them both of them up by holding one of their arms. She then began to skate slowly with them in tow.

Daniel and Ben were still a little unsure about the whole thing. They sat down on the snow-covered ground with ice skates on as they watched the others. Then, Melania skated over to them and placed her hands on her hips.

"Come on, guys" she said to them, "How are you gonna learn how to ice skate if you don't try?"

"You know I hate water, Mel" Ben protested, "Frozen or not. I don't do water"

"Oh, what's the matter?" Melania asked as she skated over to where the ground and the ice meet and she grabbed Ben's hands and stood him up, "Is big, tough Scarlet Spider, the Alpha Male of the Spider Slayers afraid of a little ice skating?" Ben swallowed hard as he felt his face heat up.

"Come on, Spider" she placed her hand on his chest and ran it all the way down south, "skate with me" (A/N: Never underestimate the power of a woman. Remember that out there, people 😉).

Ben felt his breath hitch as his heart lept into his throat and the next thing he knew, Melania had pulled him out onto to the ice, "That's more like it" she said to him with a smirk, "Now all you have to is stay close to me" she then wrapped her arms around his neck.

"I think I can handle that" Ben smirked as he wrapped his arms around her waist and brought her close to him. Then, before he knew it, the two of them were ice skating together.

Daniel stayed off to the side, still a little unsure about the whole Ice Skating thing. As he was sitting on the snow, he noticed that someone else was also skating on the ice besides his brothers, Melania and her mother.

The person was clearly female and she had short blonde hair and light green eyes. She was wearing a dark pink turtle neck sweater, a white winter coat, white jeans, white snow ice skates, a dark pink scarf, white gloves and white ear muffs.

She looked up and when she saw Daniel, she smiled widely, "Daniel!" she skated over to where he was and he stood up or tried to stand up on the skates as she stopped right in front of him.

"What are you doing here?" Daniel asked her as he stepped onto the ice, but lost his balance and was about to fall, when Gwen caught him in her arms as she steadied him.

"I always come here when I wanna clear my head" Gwen answered, "After all, Central Park is beautiful at night during Christmas time, right?"

Daniel looked at her and into her sparkling light green eyes, "Yea, you are" he said with a small smile plastered on his face.

Gwen blushed as she looked away, "So," she began as she helped Daniel steady himself as they began to skate together, "What are you guys doing here?"

"Well, are friend Melania and her mother brought us out here" Daniel began as they began to skate around, "They said that it's Christmas tradition for them to come out here every Christmas Eve night and ice skate on the lake. Though, as you can tell, neither me nor my brothers are very good at skating" Daniel chuckled and Gwen joined in.

"Well, so far you're doing pretty good" Gwen complimented. Daniel looked down at his feet and he was surprised to see that was skating rather well, "Wow, I'm…I'm skating. I'm skating!" Daniel said happily as Gwen smiled up at him.

"So, that's your friend Melania over there? David's ex-girlfriend?" Gwen asked motioning to where Melania and Ben were skating.

"Yea, that's her" Daniel told her, "The nicest and most kindhearted person we've ever met" Gwen nodded in understanding.

"And that's your brother Ben, the one that David refers to as 'Scarface' she's skating with?" Gwen asked.

"Yep, that's him. The best older brother a person could ever ask for" Daniel told her just as he felt someone or something bump into him from behind. He looked down and he saw Comanche on the ice next to him, sliding with Daniel and Gwen as they skated.

"Comanche!" Daniel said between his laughs along with Gwen laughing as well. Comanche just looked up at him with his big, innocent brown eyes and his long tongue hanging out of his mouth.

"Is he your dog?" Gwen asked between her laughs.

"No, he's Mel's dog, but we love him like he's ours" Daniel said to her.

"Well, he's a cutie" Gwen said with a smile, "like you" Daniel looked at her with slight surprise on his face as his face flushed.

"What do you mean by that?' he asked her.

"I mean, that you're the sweetest guy I ever met" she told him, "The other guys I knew were complete jerks and asses, but you're different. Your sweet, considerate and look out for others, even if their strangers"

"Well, that's just the way I am" Daniel answered with a shrug, "Mel also influenced me a bit, too. Seeing how she cares for others, even if their strangers and her loving nature, I guess it rubbed off on me a bit"

"Well, I'm glad it did" Gwen said with a smile, "if it didn't, I never would've met you and your brothers and I probably would still be living in fear with David if it wasn't for you guys. Did I get to say thank you for that?"

"I think you did" Daniel nodded his head with a smile.

"Well, thank you again" Gwen replied happily.

Suddenly, Melania skated over to where they were and looked curiously at Gwen, "Hi, I don't think we've met" she held her hand out to her, "I'm Melania Young, who are you?"

"I'm Gwen Stacy" she took Melania's hand and shook it, "It's nice to meet you. Daniel here had been telling me about you"

"Really?" Melania asked looking at Daniel, "How do you know here, anyway Daniel?"

"We ran into each other on the street a few weeks ago when me, Darrell and David were running their errands for you" Daniel explained, "we kinda became friends after that"

"Well, any friend of yours is a friend of mine" Melania said happily, "Welcome to the group, Gwen"

"Thank you" Gwen said with a smile as she looked up at Daniel who returned the smile.

Melania looked at the two of them with a knowing smirk, "Oh, I came over to tell you that I got a text from Peter. He and Aunt May are having a little Christmas dinner at their house and he wants to know if we'd like to come over"

"That's fine with me" Daniel said as he noticed his brothers and Simona began to get off the ice and take off their skates.

"Good" Melania nodded, "Gwen, would you like to join us?"

"Oh, I don't wanna impose on you guys" Gwen stated with an uncertain look on her face.

"You won't be imposing" Daniel reassured her, "It would be an honor to have you join us, Gwen"

Gwen smiled brightly at him. She looked back over to Melania, "Okay, I'll come. Thank you"

"No problem" Melania dismissed it, "Now let's go. It's a long walk to Aunt May's place and with Flash there, the pie is gonna be gone before you know it" she began to walk of the ice as she grabbed Comanche's tail and dragged him across the ice, which he didn't seem to mind.

Aunt May is actually a friend of Simona. The two have known each other for years and are good friends. Melania's father Jacob and Peter's Uncle Ben were also friends when Melania and Peter were kids. Melania had grown up knowing the Parker's, but once Melania got older, they sort of lost contact. So, it'll be good for Melania to see May and Peter after all this time.

When they arrived at Parker house, May was thrilled to see Simona and Melania again. She was surprised at how much Melania had grown over the years and how much she looked like her mother. Melania was also happy to see Peter again, still unaware that he was Spider-Man and was impressed how much he had changed over the years.

They had also introduced Gwen to May, Peter and the other Web Warriors, who were excited to meet a new friend. Gwen got along well with the others, especially Peter and Cho, considering they're both geniuses and she was a bit of a genius herself.

Everyone was having a great time at the Christmas dinner. Gwen and Melania laughed as David and Flash were fighting over the Apple pie, considering they both wanted it. Ben had to get between them before a serious fight broke out or before they break something.

During the Christmas party, Melania and Ben had found themselves underneath the mistletoe. They were all too happy to give the Web Warriors a show as they waited for the two to kiss, but according to Miles, it was too gross, so they broke it up while laughing at him for his immaturity.

Daniel and Gwen had also found themselves under the mistletoe. With Daniel being confused on what a mistletoe is and how it works, Gwen gave him a surprise kiss on the cheek. That definitely surprised Daniel as he turned beat red when she did that, considering he has never been kissed by a girl before.

So far, life has been going great for Melania and the others. Her mother had returned home, she has a wonderful boyfriend, amazing new friends and this is just the beginning. Melania and Ben were completely unaware of the fact that life has much more in store for them.

 **Review Please :)**


	19. The News

**Disclaimer:**

 **Melania: You're kidding me, right?**

 **Me: Just say it.**

 **Melania: No**

 **Me: You're just like your boyfriend. Stubborn.**

 **Melania: Wait, you sucked him into this?**

 **Ben: Sadly, yes.**

 **Me: Just say it, woman.**

 **Melania: Fine (rolling her eyes) AliE96 does not own Ultimate Spider-Man or any of it's Characters.**

 **Me: Thank you**

* * *

 _December 30th, 2016_

It's been almost a week since Gwen has joined the group of friends and everyone was very welcoming of her. She became good friends with Melania, Peter, Cho and Darrell. She's also been getting very close to Daniel and vice versa. There seems to be something going on between the two, but neither one are willing to admit to it.

Melania's mother Simona stays with Melania and the brothers at their home from time to time. She had found a small apartment not too far from there, so she stays over and visits occasionally. She also told her daughter that she's willing to help her find a new place for her and the boys, which Melania was grateful for.

Tonight, Melania seemed to be getting sicker every day and she's acting strange, too. She's been getting moodier, which was out of character for her. She was getting upset way too easily and was losing her temper faster than she usually does. She would start crying for no reason and she would be getting frequent dizzy spells. Her nausea was getting worse and she could hardly keep anything down, the only things she could keep down were tea and fruit.

Everyone was worried about Melania, especially Ben. He's never seen her act so strange before and knows that this behavior is out of character for her. When her mother was here, she would be very concerned for her daughter. She has her suspicions on what it could be, so she gave Melania suggestion.

Following her mother's suggestion, Melania had gone to the store and bought an at home pregnancy test. She was skeptical about this, thinking that her mother was wrong about this. A part of her hoped her mother was wrong, that this was just a bug she hasn't been able to shake.

Melania also noticed that her period is a week late, which was very strange. Her period was never late, it was always on time. That concerned her a little bit, too.

Right now, Melania was pacing back and forth in her bathroom as the seconds ticked by, though it felt like hours to Melania. She was playing with her fingers and pulling on her clothes anxiously as she waited for the results.

She worried that if the test was positive, how is going to take the news? How is Ben gonna take the news or her mother? A million questions and scenarios were running through her mind.

If the test was negative, then that meant she just had a bug and couldn't shake and it was also effecting her period. But she doubted that highly, though the thought lingered in the back of her mind that that was the cause.

She was so lost in her thoughts that she jumped slightly when the timer went off. She sighed and took a deep a breath as she picked up the test and looked at the results. It had a plus which meant positive.

Pregnant.

The word echoed in her mind as she stared at the test with shock and surprise. She was pregnant.

"How did this happen?" Melania asked herself as she sat down on the toilet seat. She placed her hands on her head and remembered back on her birthday. What happened between her and Ben that night. She groaned as she lifted her head up and leaned back.

She felt conflicted about the whole situation. She's always wanted kids and a family, but not this soon. She thought that she wasn't quite ready to be a mother yet. Getting an abortion was completely out of the question, she's not like that and she's not giving up the child. This baby is a part of her and a part of Ben, the love of her life. She's keeping the baby.

The only thing that's worried about right now is, how is she going to tell Ben and how is he going to handle the news? He's never been around kids before and Melania's not sure if he wants or even likes kids.

Then, there was a knock at the door and Melania lifted her head up in surprise, "Who is it?"

"It's me, babe" Ben answered from the other side of the door, "Can I come in?"

"Just a sec" she said as she grabbed the pregnancy test and the box and tossed it in the garbage. She stood up from the seat and calmed herself before she headed to the door and opened it.

"Hey" she said calmly to him.

"Hey, you okay?" he asked her with slight worry edged in his voice.

"Yea" she lied with a shaky breath as she looked him in the eye. The look on his face said that he wasn't totally convinced.

"Babe, you know that if there's something wrong, you can tell me" Ben said to her, "You told me the same thing and I was honest with you. Now I need you to be honest with me"

Melania looked down. He had her there. She did tell him that he could talk to her if he had a problem, right now she's eating her own words. She knew she had to tell him, she hated lying to him and she didn't want to keep secrets from him. She sighed in defeat as she looked up at him.

"Okay, come with me" she grabbed his hand and led him away from the bathroom. She led him out into the living room and towards the balcony doors. She threw them open and the both walked out onto the balcony, the cold air stinging their faces.

Melania let go of his hand and placed her hands on the brick balcony and sighed worriedly.

"What's wrong, babe?" he asked her, starting to get nervous that something was really wrong.

"Well, after finally listening to my mother, I decided to find out what was wrong; why I've been so sick and so out of character lately." She looked towards him, "I just found out what's wrong"

"You did? What is it? What's wrong?" he asked her as he took a step towards her.

"First off, Ben how do you feel about kids?" she asked him nervously as she chewed on her lower lip.

He gave her a confused look as he raised an eyebrow, "Not sure. I've never been around kids before. The closest thing to being around a kid is Darrell, considering he's the youngest of my brothers. Why do you ask?"

Melania sighed heavily, Melania was nervous, she was playing with her fingers and breathing shakily. She was about to forget the whole thing, but then she then looked in his dark blue eyes and she soon felt the confidence return to her. She loved Ben with all her heart and soul and she knew that he felt the same way about her. She knew he had no reason to turn her or the baby away.

She took a deep breath, "Ben…I'm pregnant"

Ben was so stunned that he just stared at her for a few moments. When he remained silent, Melania got nervous.

"What?" Ben finally asked after a few minutes of silence.

"Yes" Melania let out a shaky breath, "I just found out. It's the reason why I've been so sick and moody for the past few weeks"

Ben nodded his head as he let what she just said process into his mind and he was silent once again.

"So…I'm gonna be a father?" Ben asked looking at her with a smirk planted on his face.

She smiled brightly at him, "Yes, Ben. You're going to be a father, we're going to be parents"

"What?!"

They both looked and saw that Darrell, David and Daniel were standing in the balcony doorway. Darrell was the one who spoke as his mouth was hanging down to the floor while Daniel and David had shocked looks on their faces.

"You're pregnant?" Daniel asked pointing at Melania.

Melania nodded her head with a huge smile spread across her face.

"You guys are gonna have a baby?" Darrell asked, "and you you're gonna be parents?"

Ben nodded his head this time and the brothers were silent as they looked at each other in shock. Melania and Ben looked at each other before Darrell ran into Melania, hugging her.

"Hi, Baby! Hi!" he said happily with his head pressed up against Melania's stomach. Melania laughed as she placed her hands on top of his head as Daniel came over and gave her a one-sided hug. David came over and brought all of them into a bear hug and held them tightly.

They all laughed happily and the smiles never left their faces even though they couldn't breathe due to David holding them so tightly.

"David…buddy" Darrell let out in a squeaky voice, "We can't…breathe here"

"Opps" David said letting them go and putting them down, "Sorry"

"It's okay, big guy" Melania reassured him with a smile and placed a hand on his shoulder.

"We're gonna be uncles!" Darrell cheered happily, pumping his fists in the air as he ran around the balcony whooping.

Melania laughed at his antics while Ben rolled his eyes at his little brother. She smiled up at Ben as she pressed her forehead against his and he did the same. They just stared lovingly into each other's eyes. They were both very happy and excited for the next chapter of their lives to begin and they would get to share that new life with their friends and family. They couldn't be more happier.

 **Sorry if this chapter is a little rushed or short, I just wanted to get it out of the way. Next chapter, is going to be my friend Cecebeec. She requested it and I promised her I would do it. I will have it up as soon as possible, girl. You're awesome :)**

 **Please Review :)**


	20. Night Out

**Disclaimer: Nope, still don't own them...**

 **Now, this chapter mainly focuses on Gwen and Daniel. It's a request chapter for friend Cecebeec. I hope you like this and I hope it's what you wanted, this is for you girl. You rock and you're awesome :) consider this one of the many 'thanks yous' for helping with this story.**

* * *

 _January 4th, 2017_

It was night time in the city that never sleeps. It was a beautiful night out tonight, full moon is out, no clouds and the stars were shinning bright. It was just a few days after New Year's and everything has been going well for Melania, Ben and the others. Melania is now four weeks pregnant and the brothers, especially Darrell, are very excited to be uncles. Ben is also excited to be a father, but he's also a little nervous about it as well. Melania is nervous about it, too. Being first-time parents can do that.

When Melania told her mother about her being pregnant, she was very happy even though she already kind of knew. She assured her daughter and Ben that it's normal to be nervous, all first-time parents are. Melania is lucky that her mother is around to help her out with the pregnancy.

Right now, Melania is out walking on the crowded street of Manhattan. She was wearing a black jacket, a purple floral corset with black pleated trim, black leather pants and black high heel mid-calf scrunch buckle boots.

She was walking down the street in a rush. Why? Because for the past three hours, she has not heard one word from her boyfriend or his brothers. They weren't at the apartment and they weren't down at the Triskelion. Melania knew there was only place they could be at this hour.

She approached a two-story building with flashing neon lights, a neon sign above it and music blasting out of the windows. She walked inside where there were a few hundred people all over the place either dancing, having drinks or talking with each other.

She knew they were here because, this club was the new hottest one in town, there attractive young women, dancing, music and drinks. Where else would teenage boys be?

She looked around a bit until she came to the dance floor and saw David, Darrell and Ben up there. Half a dozen girls were surrounding David, admiring his huge muscles as he flexed for them, Darrell was dancing with a couple of girls who thought he was cute and a couple of girls were trying to flirt with Ben, but he wasn't interested.

Melania walked up onto the dance floor and stood in front of Ben and crossed her arms, "How's it going?" she asked him sarcastically with a fake smile on her face.

"Mel?" he asked with surprise on his face, "Hey, what are you doing here?" he shook of the two girls and walked over to her.

"I could as you the same thing" Melania said with mock innocence. Before Ben could answer her, she cut him off, "Just help me gather up your brothers so we can leave, okay?" she walked away before he says anything.

She headed over to where David was and when he saw her, he got a shocked look on his face, "Hey, Mel. What's up?" he asked trying to sound innocent.

"Oh, not much" she said with a fake sweet smile before she grabbed his ear and pulled him down to her level, "Let's go" she dragged him away from the girls and off the dance floor while he said, "Ow, ow, ow, ow!"

She had him stand in front of her as Ben came over to the two, "Stay here while I get Darrell and Daniel" she walked off before either one could respond.

She walked back up to the dance floor where Darrell was dancing around the girls. He didn't see her, so she stood behind him and flicked him in the back of his head, which got him mad.

"Hey!" he said holding the back of his head, "What's the…?" he turned around to give the person who flicked him a piece of his mind, but stopped dead in his tracks when he saw that it was Melania. His eyes widened in surprise, "Hey, Mel. I didn't expect to see you here"

"Right back at cha" she said with a fake smile before she grabbed his ear and pulled away from the girls and off the dance floor over to where his two brothers were. She pulled over in front of her and had him stand next to Ben.

"Now, where's Daniel?" she asked placing her hands on her hips.

"He's talking with Gwen over there" Darrell answered pointing to the other side of the room while rubbing his now sore ear.

Melania turned and saw Daniel and Gwen sitting at a table with glasses of coke, talking and laughing with each other.

"So, wait, wait" Gwen said between her laughs, "Tell me again. Darrell did what?"

"He filled up the bottle of ketchup with fake blood and when Ben poured it onto his French Fries and took of bite of them, it was too late. He spits them out over the floor and Darrell is rolling on the floor, laughing his ass off. The next thing we know, Ben's hanging Darrell upside down on the balcony outside" Daniel explains through his laughter.

Gwen goes into another fit of laughter, "I hope he took him down after a while"

"Oh, he did. After a few hours…maybe six" Daniel said looking off to the side.

"Six hours?" Gwen questioned with disbelief, "remind me to never get on Ben's bad side in the future"

"Don't worry, Gwen" Daniel told her, "Ben is a big tough guy, but he would never lay his hands on a girl"

"Like you" Gwen said with a smile as Daniel took a sip of his soda.

Daniel nearly spit his soda out when she said that, "What do you mean?" he asked, coughing.

"Well, you're a tough guy, but you wouldn't hurt a girl either. You're a gentleman" Gwen said, smiling before she took a sip of her soda.

Daniel's face tinted red when she said that, "Well, you're really good person yourself"

"How's that?" Gwen asked him, putting her glass down.

"Well, for one thing you're very sweet, you're funny and you've got a good heart. It's doesn't hurt with the fact that you're very lovely" Daniel explained, but when he realized the last thing he said, he had a shocked look on his face as he looked over at Gwen who was blushing lobster red.

She looked down in embarrassment, "You think I'm lovely?" she asked and her face flushed deeper.

"Well, I, uh…I mean…I-I j-just" Daniel fumbled with his words as he rubbed the back of his neck and his face flushed very deep.

He then noticed that Gwen was leaning towards him. At first, he didn't know what was going on, but then he suddenly found himself leaning towards her as well. Their eyes fluttered closed as they got closer to each other. Their lips were an inch away from each other…

"Ahem!"

Their eyes snap open and look in front of them to see Melania standing there with her arms crossed and with a raised eye brow, "Am I interrupting something?"

"Mel!" they both said with surprise. Then they look back at each other and saw how close they were to each other. They both blushed tomato red as they stood up fast, facing Melania.

"Mel, fancy meeting you here" Daniel said with a nervous chuckle as his brothers came over to them.

"Yea, fancy that" Melania said with a fake smile, "All of you are here. Without me and you didn't tell me"

"Well, uh…" Daniel trailed off with a nervous expression on his face, looking at his brothers for help.

"We, uh…we just thought it wouldn't be good for the baby" Darrell added quickly and his brothers agreed while Melania gave them a 'Really?' look while raising her eye brow.

"Yea, you know with all the loud music, the noise and the people" Daniel added in while playing with his fingers.

"Yea, it might put stress on the baby and you don't that, right babe?" Ben asked her, hoping she would believe that.

"Well, the baby is fine and sometimes it's good for the mommy to get out" Melania said, gesturing to herself.

"So…you're saying you wanted to come?" Ben asked her, confused.

"No, but that is besides the point" Melania answered, "Now let's go home, it's late" as Melania turned to walk away, Gwen stopped her.

"Mel, I was hoping to get a dance with Daniel before the night is over" Gwen said shyly.

"A dance?" Melania asked with a small smile. She noticed that David, Ben and Darrell had smirks on their faces while looking at Daniel and Gwen.

"Yes, if it's not too much" Gwen said, "I promised him I could teach him out to dance in exchange for him paying for my new drink"

"New drink?" Melania asked, "What happened here, anyway?"

"Well, when we first got here I went to get myself something to drink when I accidently bumped into Gwen, spilling her drink and I offered to buy her another one" Daniel explained.

"And I told him he didn't have to, but he insisted. So, I told him I'll let him get me a new drink in exchange for a dance and he agreed" Gwen added in.

"I see" Melania said nodding her head. She looked up at Gwen and Daniel and he could see the pleading look on Gwen's face.

Melania sighed, "Okay, Daniel. You can stay for a dance, just make sure you come home in one piece, okay?"

"Don't worry, Mel" Gwen stepped in, "I'll make sure he does"

"Good, I'm counting on you now" Melania said with a smirk, "Come on boys" she motioned for them to follow her while Darrell gave Daniel a thumb's up and winked at him.

Daniel just chuckled and shook his head at his little brother. Gwen then grabbed his hand and tugged on it, like a child would, "Come on" she led him over to the dance floor just as a new song started.

"So, um" Daniel began as they stepped onto the dance floor, "How do you dance, anyway?"

Gwen laughed lightly, "It's easy. The main thing is don't step on your partner's toes"

"I think I can manage that" Daniel said with a chuckle.

"Now, when you dance" Gwen began, "You just have to let the music carry you, you know? Just flow with music and the beat, just go with the flow" Gwen began to dance gently, showing Daniel what she meant.

He smiled in understanding as he watched her and listened to the music carefully. He soon began to move with the beat of the music, swaying gently.

"There you go, you're getting it" Gwen said happily as she stepped over to him and wrapped her hands around his neck. Even though he was blushing like crazy, Daniel wrapped his arms around Gwen's waist and they both danced gently to the music.

"Now, you're dancing. See how easy and fun it is?" Gwen asked him.

"You're right; it is fun. Where'd you learn how to dance?" Daniel asked her.

"I learned from my grandmother, she taught me" Gwen answered.

"Well, she taught you good" Daniel said with a smile.

"Why, thank you" Gwen said sweetly.

As they were dancing, Gwen decided she should try to get to know Daniel a little more, "So, what's the story behind you and you brothers?" she asked, "I mean, no offence, but you guys seem to be really unfamiliar with modern society. Why is that?"

Daniel bite his lip and looked away. How was he going to answer that? He and his brothers are really a group of Spider/Human/Synthoziods that were created to take out Spider-Man. Yeah, that's gonna make a great conversation. He wanted to be honest with her, but if he told her the truth, would she think differently of him? Would she be afraid of him? Or would she be put in danger because of the truth? Daniel really likes Gwen and he cares about her. He doesn't wanna see her hurt or have her hurt in any way. He didn't want to lie to her, but as much as he doesn't want to, he's gonna have to.

"Well, it's a long story and I don't wanna bore you with it" Daniel answered with a shrug, secretly hoping she would buy that.

"Where am I gonna go?" she asked with a smile.

So much for that hope.

Daniel sighed, "Well, me, David and Darrell had gotten separated from Ben when we were really young and we didn't know what happened to him and he didn't know what happened to us. During the time we got separated, Ben had lost his memories, so he couldn't remember us or anything about his past, so technically he didn't know about us. Then a few months ago, thanks to Mel and Peter, Ben was able to recover his memories and he found us. Ever since we got reunited with Ben, we've been pretty loyal to him and we're also protective of him, even though he's the oldest"

"Wow" Gwen said after Daniel finished his story, "That's an interesting story. I'm sorry you guys got separated when you were kids. What about your parents?"

"We never knew them. They died when were babies" Daniel lied to her again. He hated lying to her, but what choice does he have.

"I'm really sorry" she said with a sympathetic look on her face.

"Don't be" Daniel brushed it off, "We have each other and Mel. If it wasn't for Mel taking us in, giving us a home and making us a part of her family, we wouldn't be here right now"

"Well, I'm glad Mel did take you guys in" Gwen said, "Otherwise I wouldn't have met such a sweet, charming and courteous man like you" Gwen then rested her head on his shoulder and closed her eyes as they continued to dance gently to the soft music.

Daniel smiled as he rested his chin on top of her head and held her close to him. He closed his eyes as they gently swayed to the gentle beat of the song.

Once they finished their dance, as promised, Gwen made sure that Daniel would get home safely. She walked with him back to the apartment as they walked silently together, smiling and just enjoying each other's company. But what they didn't know was that a large dark figure was watching them from one of the roofs above them.

When they finally came to the apartment, they stopped at the front door outside, "Thanks for accompanying me home, even though you didn't have to" Daniel told her.

"I wanted to" Gwen answered with a smile, "I know you would the same for me"

Daniel smiled down at her, "You're right. I would do it to make sure you got him safely"

Then, without warning, Gwen pressed her lips against his for a gentle kiss. Daniel was completely stunned by this as his eyes widened in surprise and his face felt like it was on fire. He eventually gave into the kiss and returned it to her, savoring the feeling of her soft lips against his.

Gwen then slipped a small piece of paper into his jacket pocket just as they separated. They both looked at each other, blushing like crazy, both surprised by what just happened, but happy none the less.

"I'll see you around?" Daniel asked awkwardly.

"Absolutely" Gwen answered with a smile. Before she walked away, Daniel placed a gentle kiss on her cheek. She smiled up at him, blushing like a rose as she walked away.

When she left, Daniel reached into his pocket to see what Gwen had put in there. He pulled out a small piece of paper that said, 'Gwen's Cell Number' and underneath was her phone number followed by a small little heart next to it. Daniel smiled to himself as he placed the paper back in his pocket. When he turned around, he pumped his fists in the air victoriously before heading into the apartment.

As Gwen was walking down the street, she had a huge smile on her face as she played with her hair. She felt like she was on cloud nine and she had this dreamy look plastered on her face. She had finally kissed Daniel. A super nice, very sweet and courteous man, who was also very cute. He also kissed her back, which meant that he really liked her, too, which made Gwen even happier.

As she was walking, the same figure that was following her and Daniel before was now watching her in an ally way. When she passed by the ally, the dark figure stepped out behind her. Sensing that someone was behind her, Gwen stopped dead in her tracks and turned around fast.

Her eyes widened at the figure she sees before her. She had a terrified look on her face as she stared at the strange figure. Before she could scream, the figure enveloped her in darkness and they were both gone.

The spot on the street where Gwen and the mysterious figure once stood was now empty, leaving not even a trace or any evidence behind that anyone was even there.

 **Please Review :)**


	21. Graduation Part One

**Disclaimer: Nope, still don't own them...**

 **Two chapters in one day? What? I haven't done that in a while :)**

 **Enjoy :)**

* * *

 _January 7th, 2017_

Today is a very important day. It's the Heroes at S.H.E.I.L.D Academy are graduating today. Spider-Man, the Web Warriors, The Ultimates and the New Warriors. Everyone was very excited for today, especially Peter. They've invited the who's who of heroes, including the Avengers. Peter even invited Melania, her mother and the brothers as well.

Everything had been going well, except for the fact that Daniel hasn't heard from Gwen in the past few days. He was getting worried, he hoped everything was okay with her. Melania assured him that everything's fine and that he shouldn't worry, unknown to all of them, Gwen had been captured by a mysterious figure.

Right now, Melania was in her room, having just getting up from bed and was still in her pajamas. She stretched as she walked over to her mirror and smiled, looking down at her belly. She moved her shirt up and placed a hand over her belly and rubbed it gently.

Melania's nearly a month pregnant now and is getting more and more excited every day. Even Ben is excited, along with his brothers who are really looking forward to being uncles.

Melania was just admiring her belly in the mirror, when unbeknownst to her, Ben was standing in her doorway in his Scarlet Spider suit, savor for his mask, which he was holding in his hand. He stood there silently with a smile on his face as he watched his girlfriend rubbing her stomach.

"What are you doing?" he finally asked. Melania fixed her shirt and turned around fast to see Ben in the doorway, smiling at her.

"What?" she asked with a smile as she placed her hands behind her back.

"What are you doing?" Ben asked again as he walked into the room.

"Nothing" she answered with a smile as he came over to her.

"Nothing? Really?" he asked with a smile on his face.

"Yea, nothing" Melania answered as Ben placed a gentle kiss on her lips.

"Nothing, huh?" he asked, playfully.

"Yea" Melania giggled. She then noticed he had his suit on, "Why are you wearing your suit?" she asked.

Ben looked down at himself and then looked back at her, "I got a call from Spider-Man a few minutes ago saying that Ock's back"

"What?" Melania asked, "I thought we saw the last of that creep on HYDRA Island"

"So, did we" Ben sighed, "But now he's back and Spider-Man needs all of us down at the Triskelion"

"I'll come with you" Melania said, but Ben quickly shot her down.

"No, you are staying here" he told her, putting his hand up in front of her.

"What? Why?" Melania asked.

"Because for thing, you're pregnant" Ben stated, "Now that you are, you gotta learn to be more careful and another thing is I want you to stay here and keep my brothers safe"

"Why? They're not coming with you?" she asked, confused.

"I don't want them to come out of the risk that if we do run into Ock, there's a chance they might be put in danger or Ock might try to take control of them" Ben explained to her, "You and my brothers are the most important things in the world to me. I want all of you stay here where it's safe"

"We're not gonna miss your Graduation, Ben" Melania told him determinedly.

"You won't" Ben told her, "Once Ock is caught and this all blows over, I will call you to let you know, okay?"

Melania sighed and looked at him, "Okay. Just please be careful"

"I will" Ben said taking a hold of Melania's hands, "I promise" he kissed her hands before he stood up and placed his mask over his face and as he left the room.

Melania watched him go with a worried expression on her face. She just had a bad feeling that something very bad is going to happen and that worried her. She knew that Ben and the other Web Warriors could handle themselves, but still didn't mean she couldn't worry about them.

An hour later…

When Melania told them about what Ben said, about Ock being back and him wanting them to stay home. At first, they were discouraged about it, but when she said Ben wanted them safe so Ock wouldn't try to harm them or take control of them, they understood.

While she was waiting for Ben's call, she decided to try to get the brothers into more decent clothes for the ceremony. Daniel's didn't have to be changed, because he always dresses proper.

David and Darrell on the other hand, were a different story. Melania was able to get Darrell to wear a blue dress shirt with a black jacket, black jeans and black shoes. David was wearing a red dress shirt, a black jacket, black pants and black shoes.

Melania herself was wearing a red low shoulder knee length dress that exposed the top of her bust, red quarter length gloves, black strappy high heel sandals, a white pearl necklace and pearl studded earrings. She had her long light brown curly hair into a low loose bun with a few strands escaping it. She had applied lip gloss to her thin lips, red eye shadow, mascara and black eye liner.

Just then, her cell phone on her dresser vibrated. She picked up the phone out and not even bothering to look at the caller ID, she answered it.

"Hello?" she asked, "Ben, hey…you guys…you guys did? You caught him? That's great! Okay…okay, I'll tell them…we'll be there, okay…I love you, too. Bye" she hung up her phone with a smile on her face and placed the phone back on the dresser.

She checked herself in the mirror to make sure she reached her full satisfaction. She wiped an eyelash off her cheek. Perfect. She thought to herself as she grabbed her one crossbody black leather thin strap purse and slung it over her shoulders. She then walked out of her room and into the living room.

"Okay, guys. Ben gave us the all clear, let's get going. We don't wanna be late" Melania said to the three young men in the living room. David and Darrell were fidgeting with their clothes. Then, when they saw Melania, their eyes widened and Darrell did a wolf whistle.

"You clean up good, Mel" Darrell commented.

"Thank you" she smiled at him, "You guys clean up well yourselves. Now let's get going"

They all piled into Melania's red Chevy Cruse as they headed off to the Graduation that was being held at the Triskelion.

When they arrived there, they saw a S.H.I.E.L.D plane land on the landing platform along with dozens of people as well. The Web Warriors were leading Ock and his Sinister Six off the plane and towards the Triskelion.

The second Melania closed the door to her car, she got captured into a hug, curtsey of her mother.

"Hello, Tesoro" Her mother greeted as she released her daughter from the hug, "Oh, you look so beautiful"

"Grazie, mama" Melania said, "You look beautiful, too"

Her mother had on a white glitter ankle length strapless dress with a slit going just above her knee and white strappy high heel strappy sandals. She had on a diamond necklace and diamond studded earrings and she had her light brown hair up in a neat bun held by a red rose hair tie.

"Grazie, Tesoro" Simona replied, "And look at you three" she walked over to the brothers and stood in front of them, "You all look very handsome"

"Yea, but we feel stupid" Darrell deadpanned only to be hit in the back of the head by Daniel and Darrell glared up at him.

Simona giggled, "Well, you all look handsome, none the less"

"Thank you, Mrs. Young" Daniel replied.

"Daniel, you should know by now that you and brothers can call me 'mama'" Simona informed him, "After all, you are part of the family now. You're my little bambinos, just like Ben. Speaking of which, where is Ben?" she looked over at Melania.

"Um, he's gonna meet us here" Melania said quickly. She still hasn't told her mother about Ben, his brothers and her being spiders. She wants to tell her, but she's not sure how she'll react to it. Will she be surprised, angry, what? After everything that happened with her father, Melania thinks that her mother isn't quite ready to hear that news.

"You mean he didn't come here with you?" Simona questioned.

"He had something really important to do this morning, so he said that once he's finished, he'll meet us here" she lied to her mother, which she didn't want to do, but has to for now.

"Oh, very well then" Simona said, accepting that answer.

While her mother went to mingle, Melania went to go look for Ben while Daniel and the others kept an out for Gwen. Daniel was hoping that she would show up, he's been worried since he hasn't seen or heard from her for days.

While searching through the crowd, Melania managed to find Scarlet. She smiled as she ran up to him and hugged him tightly. Scarlet wrapped his arms around her waist tightly as he lifted her off the ground. She wrapped her arms around his neck and was laughing happily.

"I'm so proud of you, Ben" Melania said into the hug, then she pulled back, "You guys finally caught Ock and you finally made it to Graduation. I'm so proud of you, you've earned this, Ben"

"Thanks, babe" Scarlet replied, "I still can't believe we did it and that we made it. Especially Venom"

Melania laughed lightly, "You've all earned it, even Venom"

"I guess you're right" Scarlet said as he pressed his forehead against hers.

What nobody knew, was that a lone figure stood atop the Triskelion. It was a slender female figure in a grey and white suit with a grey and white hooded cloak. The hood was over her head as she looked down at all people and the heroes. She then lifted her arm up and pressed a button on her communicator, "They're all here, sir" she said into it, "Even the girl and her mother. I will now proceed to phase two" she then turned off her communicator and with one swipe of her cloak, she was gone. She then reappeared atop of the satellite on the Triskelion. She reached into her cloak and pulled out a device and attached it to the satellite. She hit a few commands on the device before he glowed yellow, meaning that it was armed. She then disappeared once more.

Only a few minutes later, a chunk of the wall from the Triskelion was ripped out from the inside. Who appeared at the large hole in the was Doc Ock along with his Sinister Six, who lingered behind him. Reluctantly next to him was the depowered and unmasked Peter and Aunt May.

"You've couldn't have made this easier for me" Ock spoke with a twisted smirk on his face, "Thank you for gathering all of my enemies in one place, including Melania and her mother. It will be nice to Melania and her…lovely mother again" he then placed a hand over his belt and it glowed, powering up the device the strange figure had placed up there. A yellow beam shot out from satellite and headed straight down below to everyone on the landing platform. It then formed a large shield, trapping everyone inside.

Everyone was panicking, not knowing what was going on or what it was. Thor leaped into the air to try to break the shield with his hammer, but he bounced right off it and landed back on the ground.

Power-Man and Hulk tried breaking the shield, but they couldn't even make a dent it. Iron Man and the Patrioteer tried blasting the shield, but they had no luck either. Daniel tried to phase out of the shield, but he was bounced right off and landed flat on his back on the ground as Darrell helped him up. David even took a crack at it, pounding on the shield, nothing.

"A hard-light shell" Peter said looking down at the shield that was formed below, "Those plans we found back in the lab…"

Ock then walked over next to him, "Exactly and yet you never guessed my true plan" Ock gloated, "Not only have I invented a completely impenetrable energy shell, but that shell is contracting!"

Down below, Doctor Strange was also shooting away at the shield as Ock continued to gloat, "Just like you, my foes will be crushed"

Peter looked down at shell, "Huh?" he questioned.

"This is all thanks to you, Parker and you are literally powerless to stop it" Ock said as Peter looked down there with despair written all over his face as the shell began to contract around them all.

 **Please Review :)**


	22. Graduation Part Two

**Disclaimer: Nope, still don't own them...**

 **Also, I do not own Purge, she is Cecebeec's creation.**

 **Enjoy :)**

* * *

It was Graduation Day at the Triskelion, but a problem has arisen. Ock tricked Spider-Man into bringing all the heroes to the Triskelion so he could destroy them with a contracting hard-light shell that surrounded them. What's worse, Ock threatened Aunt May's life and the only way to save her was to make a deal with Ock. He would spare his Aunt's life if Spider-Man took a serum that takes away powers. Peter had no choice but to take it and May was spared.

But now, the hard-light shell is contracting around everyone below and nothing can be done to stop it. Even though all the heroes are making an effort to try to break the shell, Spider-Woman tried smashing it with a mace, but it split apart on impact. Miles tried punching the shell, but it only hurt his hand. Even Captain America tried to break the shell by slamming his shield on it, but it just bounced right off as people ducked out of the way of it.

"Melania!" Simona called to her daughter as she ran over to her and the others.

"Mama!" Melania said as her mother hugged her tightly.

"What is going on?" Simona asked, fearfully, but still stayed strong for her daughter.

"I don't know, mama" Melania answered, "But I don't like it"

Suddenly, the white and grey cloaked figure appeared in front of the shell and watched them intently.

"Who or what is that?" Darrell asked curiously.

"No idea" Daniel answered as he studied the figure closely.

The mysterious figure stared at them intently, especially Daniel for some reason and he couldn't figure out why.

Then, Ock's voice could be heard, "Warriors, Magicians, Asgardians" Ock appeared in front of them as the figure moved away from the shell, "Ha! All of you are nothing, before me" he then spotted Melania and her mother in the crowd, "Well, hello Simona. So, nice to see you again"

"Octavius!" Simona sneered, "How dare you show your face here? Have you no shame?"

Ock just smirked, "The same brash spirit your husband had"

"Don't you dare speak of my husband, idioto!" Simona shouted, "He was always a better man than you and you knew that"

Ock said nothing as he spotted Melania and smiled, "Hello again, Melania. How is your symbiot?"

Melania had a surprised look on her face as she looked at her mother, who had a shocked look on her face, "Symbiot? What's he talking about, Melania?"

Melania was about to say something, but Ock cut her off, "You mean you haven't your mother? Such a shame"

"Melania, what is he talking about?" her mother asked again. Melania looked at her mother, conflicted.

"If you won't tell her dear, I will" Ock said with a smirk on his face.

"Tell me what? What is going on here?" Simona asked once again.

"I have nothing to hide from my mother, Ock" Melania denied.

Ock chuckled darkly, "How about I give you some encouragement" he turned to white and grey figure, "Purge? Be a dear and show them what you can do"

The figure nodded her head as she swiped her clock and disappeared. She then reappeared behind David and Darrell and kicked them both in the back as she lept up. Scarlet came up behind her with his stinger drawn, but Purge saw him coming and at the last second, Purge turned around and grabbed Scarlet's wrist.

Purge's hand began to glow as she held Scarlet's wrist and the glow spread around Scarlet as he felt himself getting weaker. He began to drop to his knees as Purge held his wrist up before he collapsed onto the ground.

"Ben!" Melania and Daniel shouted as they ran over to him and knelt next to him.

"Ben?" Simona questioned, looking down at the three of them.

"What did you do to him?!" Melania demanded, her eyes flashing red, which her mother saw.

"Purge has the ability to drain the energy and assimilate abilities of her opponents" Ock explained, "Created by the DNA of the Venom and Anti-Venom Symbiot and the Spider-Slayers, Purge is one of my greatest creations"

Then, a pair of stingers shoot out of Purge's wrists just as David came up behind her and she kicked him away. Daniel stood up in front of her and on instinct, she raised her stinger and turned around fast to strike him, but stopped just inches away from his face. Purge looked up at Daniel and stared at him with a conflicted look on her face.

Daniel stared at her, too. He could see her eyes through her mask and looked into them intently…as if he's seen them before.

Out of the corner of her eye, Purge saw Simona and with one swipe of her cloak, she vanished and then reappeared behind Simona.

"Mama, look out!" Melania warned her mother, but it was too late. Purge grabbed Simona's arm and drained her energy. Simona let out groans of pain before she fell to the ground.

Purge then knelt and grabbed Simona's arm and disappeared with her. Purge then reappeared next to Ock holding Simona by her arm. Ock then grabbed Simona with his tentacle and lifted her up. He raised his other tentacle that was electrified. Simona was still dazed from having her energy drained from her.

"Now is your chance to tell her, Melania" Ock said as he held the electrical tentacle near Simona, "Tell your mother the truth about who you really are"

"No! Leave her alone!" Melania demanded as she pounded her fists on the shell and her eyes flashed red again.

"I'm waiting" Ock taunted as he held the tentacle closer to her, the electrical sparks stung Simona's neck.

Melania growled as she hung her head and her fists tightened. She was getting angrier by the minute. Suddenly, Melania's eyes glowed red and she let an animalistic growl just as Daniel and Darrell were helping Scarlet stand up.

Scarlet and the others heard Melania let out that growl and looked up at her with fear and concern, "Oh, no. Mel!" Scarlet called out to her, but it was too little too late. Melania had transformed into Mayhem, pleasing Ock and shocking her mother who has now come to.

Mayhem let out a mighty roar as she pounded on the shell causing a strong vibration throughout the shell.

"Now do you see, Simona?" Ock questioned her, "Do you see what your daughter really is?" Simona didn't respond, she just stared in horror at the sight of her daughter as she roared and continued to pound on the shell, "A monster" Ock cackled, but then he noticed that Norman Osbourne wasn't among the crowd in the shell.

"No! He should be here" Ock said angrily, "Follow me, Sinister Six. Doctor Octopus needs to make a house call. It would also be nice for Simona to see an old friend" Ock and the Sinister six left with Simona in tow. Purge had lingered behind looking at all of them with a slight hint of guilt radiating off her. "Purge! Come" Ock called to her. She looked at them, namely Daniel one last time before she followed Ock and the others.

As they left, Mayhem continued to pound on the shell and slashing it with her talons, trying to break through it.

"Ben, you think you calm Mel down?" Darrell asked his older brother.

"I can try" Scarlet answered as ran over to Mayhem and stood beside her, "Mel! listen to me" Mayhem looked down at him, "I know you're angry, but you need to calm down"

Mayhem growled and narrowed her large white eyes at him, "Calm…down? He has…my mother! I will not…calm down, Ben" Mayhem said to him with anger edged in her voice, "I will not…stand here and do…nothing while Ock…has my mother. I already…lost my father…I will not…lose my mother, too!" she roared as she pounded on the shell again with much more ferocity. The anger and adrenaline she felt was pumping through her and increasing her strength. She pounded again on the shell and this time, it cracked. Mayhem put all her force and strength in and slammed her fists hard on the shell and cracked even more.

"The Shell's cracking!" Spider-Woman said happily.

"But how is she able to do that?" Miles questioned, "We tried everything we had and we couldn't make a dent it. How can Mel do that?"

"Obviously Ock underestimated just how powerful Mel can be when she's Mayhem and when you threaten the people she loves" Cho answered him.

Mayhem slammed her fists on the shell several more times for the next few minutes until, it shattered. The shell had completely shattered and it dissipated. Everyone cheered happily and ran past Mayhem who stood there, panting.

Everyone was completely unaware of the fact that Spider-Man was miserably failing at flying a Jet Pack over them, heading for Oscorp.

"Way to go, Mel!" Darrell cheered as he and his brothers ran up to her. When she said nothing and just stood there, "Mel? You okay?" Darrell questioned looking at her face. She still did not respond, she just stood there panting and glaring the direction where Ock and his Superior Sinister Six had left with her mother.

"Mel?" Scarlet said standing in from of her, "You still in there, Mel?" Mayhem looked down at him before she reverted to human size, but her symbiot remained on her.

"Let's go" Melania said as she walked ahead of them, not waiting for a response.

"Mel, wait!" Cho called after her and she turned her head to see him and the other Web Warriors approaching her, "If we're going after Ock, shouldn't we get Spider-Man?"

"Knowing him, he's probably on his way there" Melania said as she looked at the brothers, "Suit up, boys!" They just nodded their heads as their suits formed around them and over their bodies.

"Now, let's go" she said as they took off into the city.

As they were swinging through the city, heading for Oscorp, they saw that Vulture had been webbed up to the building and knew that Spider-Man was already ahead of them. They also noticed that Melania was acting strange, aggressive and very demanding, which was out of character for her.

"Yo, Scarlet" Venom said as he swung near Scarlet, "Is Mel okay? She's acting a little…weird right now"

"Well, how would you be if an eight-legged mad scientist threatened and kidnapped your mother?" Scarlet asked, rhetorically.

"Good point" Venom nodded, "You think she'll be okay?"

"I think she'll better once her mother is out of danger" Scarlet answered him.

Suddenly, Scarlet's Spider-Sense went off just as Purge appeared above him and kicked him down with both feet as he lost the grip of his web.

"Scarlet!" Venom and the others shouted as Purge dove down after him.

Hearing this, Melania looked down to see Scarlet falling and Purge going after him. Growling, Melania dove down after the two as she shot out one of her tentacles, knocking Purge out of the air and into a building. Melania then dove down faster and caught Scarlet's hand in her's as she shot a web out to a near-by flag pole. They both climbed up the web and onto the flag pole as the others approached them.

"You guys okay?" Miles asked them.

"Yea. Peachy" Scarlet answered just as Purge appeared behind the other Web Warriors and she shot several blades out of her wrists, slicing their webs.

"No!" Melania shouted as the fell to the ground below.

Venom landed in a garbage bin, Cho landed on top of a car with Miles landing next to him. Spider-Woman landed on a mail box while Ghost and Bone Spider landed in the middle of the street. The two of them sat up and rubbed their heads when they saw Goliath coming down, about to land on them. "Oh, no" Ghost Spider muttered as Goliath landed on them both.

"I can't breathe" Bone Spider's muffled voice came out from underneath Goliath as his hand twitched. Goliath then began to sit up, "I think I just coughed up my spleen" Bone Spider groaned as he stood up along with Ghost Spider.

Purge then landed on the ground in front of all of them as Melania and Scarlet jumped down to the ground.

"We don't have time for this!" Melania declared as the others recovered from their fall and came over to them.

"I don't think we have a choice" Cho said as Purge brought blades out of her wrists and took a stance.

"Allow me, bros" Venom said, cracking his knuckles as he charged forward towards Purge. When getting within inches of her, Purge disappeared, causing Venom to screech to a stop. He looked around confused before Purge appeared behind him and kicked him to the ground. She stood over him just Bone Spider charged at her from behind, with his talons drawn.

At the last second, when Bone Spider brought his talons down behind her, Purge turned around in the blink of an eye and grabbed his wrist. She held his wrist tight and twisted it. The sounds of bones cracking could be heard and Bone Spider fell to his knees, groaning in pain. With a yell, Goliath charged towards her, but she lept over him and hit him with a flying kick in the back, causing him to fall forward.

When she landed, blasts of energy were shot towards her, but she dodged them easily. She looked to see Cho firing his blasts towards her as he hovered in the air above her.

Purge swiped her cloak and disappeared. Cho stopped his firing and looked to see where she had gone. Then, Purge appeared behind him and with her blade, she sliced off two of his robotic spider legs and knocked out of the air and face first onto the ground. Purge landed perfectly on the ground as she stood over Cho just as Miles came up behind her and shocked her in the back.

Purge screamed in pain as the electricity coursed through her. She tried to get Miles off her back as she threw herself down on her back with Miles underneath her. Miles groaned in pain when she did that. Purge stood up, on wobbly legs before she collapsed to the ground in exhaustion.

The others were now coming to as they gathered around the unconscious Purge, "Now, let's see who's behind the mask" Venom said as he reached down and moved her hood aside. He grabbed the top of her mask and pulled it off her face. They all gasped at who it was.

"Gwen?!" They all asked in shock. Her face was contorted into a look of pain as she groaned weakly.

"What? But…but how?" Melania questioned as she looked over at Ghost Spider whose eye holes were wide in surprise. He had a look of shock and confusion on his face under his mask.

"I don't understand" Ghost Spider said, "How…is this even possible?" they then felt a powerful vibration that spread throughout the city causing them to all to almost lose their balance. They looked in the direction of the disturbance and saw that the Oscorp building was crumbling to the ground.

"Oh, no" Melania whispered worriedly, knowing that's were her mother was.

Then Gwen's eyes fluttered open and she looked up at the circle of spiders around her, who still had shocked expressions. She huffed as she snatched her mask from Venom and vanished with a swipe of her cloak. They all looked around, not knowing where she was going to appear.

Suddenly, Scarlet and Venom were away from behind and crashed into the wall of the building in front of them. Spider-Woman turned her hands in axes and charged towards Purge and swiped at her, but she just simply ducked out of the way and side stepped. Purge then grabbed Spider-Woman's arm and her hand glowed as she absorbed Spider-Woman's powers. She fell to her knees as she moaned in pain at this and then she collapsed to the ground.

Purge's hands then turned into axes as she turned to face Ghost Spider, who was reluctant to fight her. She charged towards him with her axes drawn and swiped at him. Ghost ducked, dodged and side stepped out of the axes path. He doesn't want to fight Gwen, he can't. But he will if he musts.

"Gwen, forgive me" Ghost said to himself as his fist clenched and he punched her right in the face, causing her to tumble backwards and land on her back. She's about to stand up when Ghost places a foot on her stomach to keep her down. She struggled to get up and get his foot off her.

"Gwen…" Ghost said getting her attention and she looked up at him, "It's me" He pulled his mask off to show her his face, "Daniel"

Her eyes widened behind her mask, "Daniel?" she spoke for the first time, "Is it really you?"

"Yes, it's me Gwen" Daniel answered her, "What are doing? Attacking us like this? Working for Ock?"

"I have no choice" Gwen told him as she looked off to the side.

"Yes, you do, Gwen" Daniel told her, "We always have a choice. Mel says that we are who we chose to be, not what others want us to be. Is this your choice? Is this who wanna be?"

Gwen didn't answer him as her axes reverted to her hands and she grabbed Daniel's foot and tossed him off her. Daniel landed on his back as Gwen stood up once more.

"If this what you're choosing" Daniel said as he put his mask back on, "Then let's honor that" He then took a stance as did Gwen, who brought out her blades.

They both charged at each other and Gwen slashed her blades, narrowly missing Ghost's chest. He then disappeared and then reappeared behind Gwen and punched her in the back, causing her to fall forward. She looked back around in time to see Ghost about plant his feet down on her, but she rolled away and stood before him. The two then circled each other as the others were coming around and saw what was going on. They rushed over to help Ghost, but he put his hand up, "I can handle this" he told them and they hung back, but stayed close in case he needed some back up.

Purge then charged forward at him slashing him with her blades across his chest. Ghost groaned in pain as he fell on one knee and held his chest that had a bleeding slash mark across it. He then turned around to face her, only to get a face full of foot as Purge kicked him the face, knocking him back.

Ghost landed flat on his back and before he had to recover, Purge planted her foot on his chest and held her blade in front of his face. She was breathing heavily as she stood over him.

Then, suddenly the sounds of buildings crumbling and being crushed could be heard in the distance. They all looked in the direction of where the Oscorp once stood and saw that some sort of…creature was destroying the buildings around it.

"Now that's something different" Venom said as Scarlet groaned and face-palmed himself.

"Why are you doing this?" Ghost questioned.

"You don't understand" Gwen said, guilt layered in her voice, "I don't have a choice. Ock said that if I don't do everything he says, then I'm lose my life and the lives of the people I love. Including you, Daniel"

"You don't have to do this, Gwen" Ghost told her with sympathy in his voice, "We can help you, you'll be safe with us. We're a family; we look out for each other and have each other's backs"

Gwen looked at him thoughtfully, letting what he just said process into her brain. She didn't want to do this. She didn't wanna hurt her friends, Daniel or anybody, she never wanted this. Maybe Daniel was right, maybe they could help her and she would be safe with them. With him.

She then moved her blade away from his face and stepped off him. She held her hand out to him and he took it without a second thought. She helped him to his feet and she stood back awkwardly. The others then came over cautiously as they stood near the pair.

"Guys…" Gwen began, "I'm sorry, I'm so sorry, but you have to believe me I had no choice. If didn't follow Ock's order's then I would lose everything, including my life. I'm so sorry" Gwen hung her head in shame.

The Melania placed a hand on her shoulder and Gwen looked up at her, "That doesn't matter right now, Gwen. Right now, we have to focus on putting a stop to Ock once and for all" Gwen let out a shaky breath as she nodded her head.

"Good" Melania smirked, "Now, let's hope to it" they then continued off in the direction of where Oscorp once was to see it and other buildings destroyed.

When they landed, they were able to see that Spider-Man had saved both Ock and Simona, who he held in his arms. Spider-Man placed Simona down as Ock came to his knees, panting.

"After all I've done to you, your Aunt, your friends…why would you save me?" Ock questioned, "It's…illogical"

"Being a hero isn't always logical" Spider-Man stated, "But it's always about helping others. You want to be respected for your mind, try using it to help someone other than yourself"

"Mama!" Melania shouted as she ran over to her mother and hugged her tightly. Simona stiffened for a second before she returned the hug. Melania looked up at her mother, "I'm sorry I never told you about this, mama. I really am"

"Don't be, Tesoro" her mother said with a smile, "I understand why you didn't, but you should know that you can trust me to tell me anything. No matter what it is"

"I know, mama and I'm sorry" Melania said as her mother continued.

"And you should also know that no matter what, you will always be my little bambina and I will always be proud of you. Whether you are a superhero or just Melania, you make me proud everyday…and your papa would be proud, too" Simona said with a small smile.

Tears filled Melania's eyes behind her mask as she hugged her mother tightly and she returned the embrace.

Off to the side, Daniel and Gwen were standing next to each other awkwardly. Gwen rubbed her upper arm while Daniel rubbed the back of his neck.

"I'm sorry about…" they both said at the same time.

"You first" Daniel said to her.

"I'm sorry, for everything Daniel" Gwen said shamefully, "I never meant for any of this to happen"

Daniel placed his hand under her chin and lifted her head up to look at him, "I know, Gwen and you don't have to sorry. Ock is a very manipulating being, but you won't have to worry about that anymore" Daniel sighed, "I'm also sorry that I hide the truth about who I really am from you"

"I know why you did" Gwen said as she placed her hand over his and they pressed their foreheads together.

"Man, today has been one crazy day" Spider-Man stated walking up to everyone.

"You got that right, bro" Venom said placing a hand on his shoulder, "now what do say we get back to our graduation?"

"Sounds good to me" Miles said putting his hands on his hips.

"Agreed" Cho said standing behind him.

"Well, before we do, there's one thing I gotta take care of first" Melania said as she released herself from the hug with her mother.

"What's that?" Spider-Man asked Melania walked over to Ock, who stood up. At first, she just stood in front of him before she kicked him where the sun don't shine. He groaned as he fell to his knees, holding his now sore groin. The girls went "Oh!" as all the men groaned and looked away.

Then Gwen walked over to Ock, "And I have something to do first" she then punched him right in the face, causing Ock to fall flat on his back on the ground.

"Nice shot" Melania complemented her.

"Thank you" Gwen said as Daniel came up behind her and placed a hand on her shoulder.

"Now, I suggest that we get this Graduation over with" Simona stated, getting everyone's attention, "Because as soon as we get home, you five have some serious explaining to do" she referred to Melania, Scarlet and his brothers.

"Yes, mama" they all replied with a groan while Spider-Man, Cho, Gwen, Venom, Miles and Spider-Woman laughed at that.

 **(Sniff) This story is coming to end for there is one more chapter after this one. I still can't believe it's almost done! (Screaming hysterically. Then see's people staring at me and clears throat).**

 **Please Review :)**


	23. Date Night

**Disclaimer: Nope, still don't own them...**

 **This is the last chapter...I can't believe it :( I had such a fun time writing this story. I wanna thank all the people who red, reviewed, Favorited and followed this story. You guys are so awesome, thank you. I also wanna give a huge thanks to C** **ecebeec, if it wasn't for her, this story wouldn't be as good as it is now. Thank you so much, I owe you :) You are the coolest and nicest person I've ever talked to.**

 **Enjoy :)**

* * *

 _April 7th, 2017_

It's been three months since Spider-Man, the Web Warriors, The Ultimates and the New Warriors graduated from the Academy. It's also been three months since Simona learned about Melania's symbiot, along with Ben and his brothers. They explained everything to her; how Melania became Mayhem, about Ben and his brothers being half human half synthoziods. At first, Simona was stunned hearing all this, but she accepted them for who and what they are. Melania is her daughter and she loves her no matter what. As long as Melania is happy with Ben, his brothers and the way she is with her symbiot, then she's happy. Simona's also come to see Ben his brothers as her sons and she treats them like her own sons.

It's also been three months since Gwen learned the truth about Daniel and his brothers. He told her the truth this time and she didn't judge him, because all that matters to her, is who Daniel is to her. She had also told Daniel and the others how she got mixed up with Ock. The night Daniel and Gwen kissed, she had gotten captured by Ock and experimented on her, with the help and resources of a 'Business Partner'. He wanted Gwen to work for him, to destroy his enemies at first, she refused, but when he threatened her life and the lives of her family and friends, including Daniel, she reluctantly agreed. They understood how she felt and they held nothing against her.

Melania is now four months pregnant and you can now clearly see her baby bump. So far, her pregnancy is going good, no problems, the baby seems to be very healthy and is growing normally. Peter and the others became aware that Melania was pregnant soon after Graduation. They were very excited and happy to hear that Ben and Melania were gonna have a baby, they were also surprised as well. Especially Flash and Peter because they never really pictured Ben to be the father type, but are happy for him and Melania none the less.

Things have been different since Graduation, too. Ben and Flash are now S.H.E.I.L.D Student Instructors for the next Generation of heroes. Melania was very happy for them, they earned it. Melania has also become aware of Peter being Spider-Man, along with the others, stating that it wasn't that hard to figure out. Gwen is also aware of their identities as well and made a promise that she wouldn't tell a soul, she figured it was the least she could do after they helped her break free from Ock's control.

Tonight, Ben and Melania were going on their first date. At first, Ben wasn't too keen on it, but with a lot of convincing from his brothers, he finally agreed. Since this was their first date, the brothers had asked Gwen to set it up for them since she knows a more about dating than they do. Gwen agreed and had made arrangements at a Chinese restaurant that Melania loves to go to occasionally and Ben has a soft spot for Chinese food.

What Ben, Melania and Gwen didn't know was that the brothers were going to be watching the date unfold. They wanted to watch how the date goes for future reference, for when Daniel and when go on their first date, and if David and Darrell ever get girlfriends.

Right now, Ben and his brothers were in his room helping him get ready for the date. Using what they learned from Melania, the brothers suggested that Ben dress nice for the date instead of his usual rebel clothes. He was now dressed in a white dress shirt, black pants, a black jacket and shoes.

"Stop fidgeting" Daniel told his older brother as he straightened his jacket, "You look great"

"I look ridicules" Ben stated sourly as he looked down at his appearance.

"We thought the same thing when Mel made us wear this stuff for your Graduation, bro" Darrell said sitting on Ben's bed, "But after a while, we got used to it and thought we looked pretty good"

"We?" Daniel questioned, "You still thought you looked stupid. David and I were the ones who adjusted to the new attire faster than you did"

"Whatever, bro" Darrell said with a roll of his eyes and a wave of his hand.

The others rolled their eyes at their little brother, "He's your brother" Daniel told Ben.

"He's your brother, too. Remember?" Ben told him.

"Yea, yea" Daniel said dismissively with a motion of his hand as he stood back, "There, you're all ready for your big date tonight"

"Joy" Ben deadpanned.

"What's the matter? Don't you wanna spend the evening with Mel?" Daniel asked crossing his arms.

"Of course, I do" Ben stated, "It's just that, I've never been on a date before. What if I make an idiot of myself out there?"

"You won't, Ben" Daniel reassured him.

"And how do you know that?" Ben asked him, crossing his arms.

"Because, I'm your brother. I know these things and the only person who would make an idiot of themselves on a date here, would be Darrell" Daniel said pointing to his little brother.

"Hey!" Darrell protested and the others chuckled.

"You'll be fine" Daniel said, "You're one of the best guys I know and I'm sure you'll do great, right guys?" he rereferred to his brothers, who agreed.

"Thanks, guys" Ben said taking a deep breath.

"Anytime" Daniel smiled at him, "Now, you wait in the living room and I'll go tell Mel that you're ready, okay?" Ben nodded as Daniel headed out of the room towards Melania's room while Ben walked out into the living room.

Ben stood over the couch where Comanche was laying, chewing on his favorite toy, a large red squeaky ball. Ben stood there nervously as he straightened the collar on his shirt.

"Jeez, I feel so stupid" Ben groaned. Comanche looked up at him and tilted his head at Ben as he let out a confused whine.

"Well, that's easy for you to say. You're not going out on your first date" Ben said to him, completely forgetting that he was talking to a dog. Comanche barked once at him, "Yea, same to you" Ben told the dog who went back to chewing his toy. He then heard footsteps behind him and he turned to see Melania coming out of her room and he felt his breath hitch at the sight of her.

She was wearing a black knee length sleeveless dress that hugged and held her baby bump perfectly, black high heel strappy rhinestone shoes, ¾ length black gloves, a silver necklace with small single diamond and diamond studded earrings. She had her light brown in an up ponytail.

Ben swallowed a lump in his throat, "You look beautiful" he told her as his face tinted red.

Melania blushed slightly as she approached him, "Thanks. You look so good, you clean up very well"

"Thanks, but I got my brothers to thank for that" Ben told her, shrugging his shoulders. Melania just giggled as she went to reach for her car keys, but a stream of webbing grabbed them and pulled away. Melania looked behind her to see Ben holding her car keys, "I'm driving tonight" he said.

"Oh, no you are not" Melania said shaking her head as she walked closer to him and took the keys from his hand, "You know that nobody drives my car but me, Ben"

"Well, time for a change. I'm driving it tonight" Ben said crossing his arms.

"No, you're not" Melania placed her hands on her hips.

"Yes, I am" Ben replied.

"No, you're no-mph!" Ben planted his lips on hers and she let out a squeak of surprise as he cupped the side of her face in his hand. They parted the kiss and looked into each other's eyes. Melania bit her lower lip, "You're really lucky you're cute" she said as she handed him her car keys and Ben smiled in victory.

Daniel, David and Darrell walked into the room as the couple were leaving, "Have a good night, you guys" Daniel told them.

"Thanks, guys. Bye" Melania said as she and Ben walked out the door and closed it behind them. Darrell ran to the window and looked out it to see Ben and Melania get into the car and drive off. Once the sound of the engine pulling away was out of ear shot, "Okay! We're good to go!" Darrell called to his brothers.

Daniel ran out of the living room as David jumped onto the couch, launching Comanche into the air a few feet before landing right back where he was. Comanche looked around confused before going back to his toy. Darrell then jumped onto the couch as Daniel came running back into the room with a laptop in his arms and sat between his two brothers and turned the laptop on, placing it on his lap.

"Come on, hurry up!" Darrell told his brother.

"I'm trying, but it takes time to turn on and to set up, Darrell" Daniel told his younger brother. After a few more minutes, Daniel finally got the connection set up, "Okay, we're all set" Daniel held his hands up and his brothers high-fived him.

"Why are we doing this again?" David asked his brothers.

"So, we can know what to expect whenever you and I get girlfriends, bro" Darrell answered, "And so Daniel won't embarrass himself on his first date with Gwen" he smirked at his brother, who just glared at him.

"Couldn't we just, I don't know, ask them?" David asked his brothers.

"Do you know how awkward it would be to ask our older brother dating tips when he's never been out on a date before?" Daniel asked him.

"And considering Mel's bad experiences in the past? We wouldn't wanna bring anything up for her" Darrell added in.

"Good point" David shrugged his shoulders.

What they were doing was using the S.H.E.I.L.D security cameras at the restaurant to watch the date unfold. It's S.H.I.E.L.D, they have cameras everywhere. Go figure. After waiting for ten minutes, they finally saw Ben and Melania enter the restaurant and get seated.

"Okay, here we go guys" Daniel told them as he turned up the volume so they could hear everything.

 _With Ben and Melania…_

The two of them sat at the table and as they waited for their waiter to bring them their orders, they struck up a conversation.

"So," Melania began, "Mister S.H.E.I.L.D Student Instructor, how does it feel to be a teacher?"

Ben scratched the back of his head, "Well, I'll be honest, it feels weird but, I'm sure I'll get used to it after a while"

"I hope so" Melania said with a smile, "Because, sometime soon, you might have a new student in your class"

Ben was confused at first, but after he thought about it for a second, he caught on, "You? You're going to the academy?"

"Yep, I enrolled" Melania answered with a smile, "I figured if I want to learn more about my powers and become a hero like you guys, what better place to learn it then the Academy?"

"That's true" Ben said, "Well, I look forward to having you in my class"

"Me, too" Melania said, "The best part about that class is, I'm gonna have handsome teacher helping me. I hope I'll be able to focus in class" she had a smirk on her face.

"You better, or else I'll have to hold you after class" Ben said, returning the smirk.

"I can live with that" Melania said smiling as she reached over and held his hand in hers while he gave her hand a gentle squeeze.

When the waiter returned with their orders, they thanked and began a new conversation with each other.

"Mel" Ben asked as she looked up at him from her plate, "I know this is out of the blue and not usually my thing, but…Do you picture us getting married one day?"

She was silent for a second before she smiled gently, "Yea, I do. As silly as it sounds, I've always pictured you and me, married with a nice little family"

"That's not silly, babe" Ben told her, "In fact, all I can think about lately is you me and the baby" he smiled at her.

She returned the smile before she sighed, "That's another thing"

"What do you mean?" he asked as he took a sip of his drink.

"Well, for one thing it's gonna be a challenge for us because the baby is gonna have spider powers and symbiot powers" Melania began, "And another thing, other parents don't have to worry about their child busting down the door when they've been sent to their room. I just hope we'll be able to handle this"

"Mel" he said taking a hold of her hand, "We'll handle it. We've handled everything else that life's thrown at us, I'm sure we can handle this. Together"

She smiled and nodded her head, knowing that he's right. He then brought her gloved hand up to his lips and kissed it gently.

 _Back with the brothers…_

They watched and listened to everything that was going on between Ben and Melania, even the part about her joining the Academy.

"You guys hear that?" Daniel asked his brothers, "Mel's gonna be joining the Academy"

"So cool" Darrell said as they looked back at the computer screen.

Suddenly, Fury's face appeared on the screen, "What do you three think you're doing? Spying on your brother and Young?" he asked angrily.

The brothers shout in surprise as Daniel slammed the laptop shut and placed his elbow on it and supported his head on it.

"We're dead" Darrell said with a groan.

"Definitely" David said with a nod of his head.

"Absolutely" Daniel agreed nodding his head.

 _Back with Ben and Mel…_

After they had finished eating dinner, they decided to go for a little walk before heading home in the car. It was a nice night after all, so why not? As they were walking, they just held hands and looked into each other's eyes, not saying a word. They're eyes were speaking for them as they walked down the surprisingly empty sidewalk.

"So, Ben" Melania began, "How do you feel about becoming a dad?" she asked him with a smile.

"Well, I never really pictured myself to be the father type" Ben answered, "I just hope I'll be a good one"

"You will, trust me" Melania told him as they stopped walking and she looked right at him, "I've seen how you are with your brothers and how you treat them. You love them very much and you're protective of them, I'm sure you'll be the same way with the baby"

Ben nodded his head while rubbing the back of his neck, "You think we'll have enough love to spare for the baby between you, me and my brothers?" he asked.

"We'll have plenty, I'm sure of it" she smiled at him as they both leaned in for a kiss, but then they heard thunder rumble and raindrops began to fall. They ran and took cover under the nearest thing, which happened to a flower shop. They looked at each other and laughed.

"Now, where were we?" Melania asked they leaned again and they pressed their lips together for a warm, sweet sensual kiss as Melania wrapped her arms around his neck and he wrapped his arms around her waist bringing her closer to him. It's then seen that the flower shop they ran under had the flowers arranged into a giant heart as the rain created a shimmering heart around the two of them. They began to deepen the kiss as the rain began to pour around them, but they paid no mind to it. All that mattered to them at the time was being with each other as they shared a passionate kiss, showing just how deep and true their love for each other was and how it always will be. Forever.

 **This is it people. The end of the story :( but (drum roll) there will be a sequel! I don't know when It'll be up, but hopefully you guys won't have to wait too long. I just wanna take a little break first and then I'll start on the sequel.**

 **Please review :)**


	24. ANNOUNCEMENT!

**The sequel is out! It's titled "Bonds" please check it out**


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